10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 2005
or
[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                                       to
Commission file number   1-4105
BAUSCH & LOMB INCORPORATED (Exact name of registrant as specified in its charter)
NEW YORK	16-0345235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK		14604-2701
(Address of principal executive offices)		(Zip Code)
585.338.6000                                                                                                                                                                                       (Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                    [X] Yes    [   ] No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [X] Yes    [  ] No
The number of shares of Common stock of the registrant outstanding as of June 25, 2005 was 53,769,033 consisting of 53,619,892 shares of Common stock and 149,141 shares of Class B stock which are identical with respect to dividend and liquidation rights, and vote together as a single class for all purposes.

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

The accompanying unaudited interim consolidated financial statements of Bausch & Lomb Incorporated and Consolidated Subsidiaries have been prepared by the Company in accordance with the accounting policies stated in the Company's Form 10-K for the year ended December 25, 2004 and should be read in conjunction with the Notes to Financial Statements appearing therein, and are based in part on approximations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America have been included in these unaudited interim consolidated financial statements.

BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME
	(Unaudited) Second Quarter Ended		(Unaudited) Six Months Ended
Dollar Amounts in Millions - Except Per Share Data	June 25, 2005	June 26, 2004	June 25, 2005	June 26, 2004
Net Sales	$608.3	$566.5	$1,162.6	$1,076.8
Costs and Expenses
Cost of products sold	246.1	227.6	478.1	448.0
Selling, administrative and general	236.7	222.0	459.2	433.9
Research and development	45.3	41.7	84.6	76.3
	528.1	491.3	1,021.9	958.2
Operating Income	80.2	75.2	140.7	118.6
Other (Income) Expense
Interest and investment income	(2.7)	(2.1)	(6.5)	(6.2)
Interest expense	14.5	11.8	25.4	23.6
Foreign currency, net	(0.3)	1.9	(0.3)	0.6
	11.5	11.6	18.6	18.0
Income before Income Taxes and Minority Interest	68.7	63.6	122.1	100.6
Provision for income taxes	22.7	21.3	40.3	33.7
Minority interest in subsidiaries	1.0	0.9	2.2	2.0
Net Income	$  45.0	$  41.4	$  79.6	$  64.9
Basic Earnings Per Share:	$  0.85	$  0.78	$  1.50	$  1.23
Average Shares Outstanding - Basic (000s)	53,308	53,011	53,157	52,880
Diluted Earnings Per Share:	$  0.81	$  0.76	$  1.44	$  1.19
Average Shares Outstanding - Diluted (000s)	55,714	54,569	55,491	54,530
See Notes to Financial Statements

BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS
Dollar Amounts in Millions - Except Per Share Data	(Unaudited) June 25, 2005	December 25, 2004
Assets
Cash and cash equivalents	$   518.3	$   501.8
Trade receivables, less allowances       of $21.2and $22.9, respectively	513.0	511.4
Inventories, net	217.8	204.4
Other current assets	107.6	95.7
Deferred income taxes	68.0	67.2
Total Current Assets	1,424.7	1,380.5
Property, Plant and Equipment, net	559.5	580.9
Goodwill	701.3	736.3
Other Intangibles, net	198.3	204.3
Other Long-Term Assets	100.0	108.7
Deferred Income Taxes	11.6	11.4
Total Assets	$2,995.4	$3,022.1
Liabilities and Shareholders' Equity
Current portion of long-term debt	$   101.0	$   100.8
Accounts payable	86.9	93.6
Accrued compensation	129.0	149.1
Accrued liabilities	395.8	390.8
Federal, state and foreign income taxes payable	109.9	97.8
Deferred income taxes	0.7	0.4
Total Current Liabilities	823.3	832.5
Long-Term Debt, less current portion	542.6	543.3
Other Long-Term Liabilities	127.1	130.3
Deferred Income Taxes	61.0	73.6
Minority Interest	15.7	15.5
Total Liabilities	1,569.7	1,595.2
Common Stock, par value $0.40 per share, 200 million shares    authorized, 60,402,822 shares issued (60,340,522 shares in 2004)	24.1	24.1
Class B Stock, par value $0.08 per share, 15 million shares    authorized, 298,635shares issued (443,584 shares in 2004)	- -	- -
Capital in Excess of Par Value	97.3	103.8
Common and Class B Stock in Treasury,    at cost, 6,932,424 shares (7,544,976 shares in 2004)	(373.1)	(397.8)
Retained Earnings	1,594.5	1,528.9
Accumulated Other Comprehensive Income	91.7	173.8
Other Shareholders' Equity	(8.8)	(5.9)
Total Shareholders' Equity	1,425.7	1,426.9
Total Liabilities and Shareholders' Equity	$2,995.4	$3,022.1
See Notes to Financial Statements

BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CASH FLOWS
	(Unaudited) Six Months Ended
Dollar Amounts in Millions	June 25, 2005	June 26, 2004
Cash Flows from Operating Activities
Net Income	$ 79.6	$ 64.9
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Depreciation	49.2	49.9
Amortization	13.1	12.5
Deferred income taxes	(8.4)	(4.7)
Stock compensation expense	2.3	4.7
Tax benefits associated with exercise of stock options	9.7	7.3
Gain on sale of investments available-for-sale	-	(0.3)
Loss on retirement of fixed assets	0.8	4.8
Changes in Assets and Liabilities
Trade receivables	(18.5)	(11.9)
Inventories	(21.7)	(3.2)
Other current assets	(13.4)	17.3
Other long-term assets, including equipment on operating lease	2.3	(18.9)
Accounts payable and accrued liabilities	(20.9)	0.3
Income taxes payable	13.0	(18.3)
Other long-term liabilities	0.9	(6.9)
Net Cash Provided by Operating Activities	88.0	97.5
Cash Flows from Investing Activities
Capital expenditures	(36.3)	(45.9)
Net cash paid for intangibles	(13.3)	(0.2)
Cash received from sale of investments available-for-sale	-	0.6
Other	(0.6)	(0.5)
Net Cash Used in Investing Activities	(50.2)	(46.0)
Cash Flows from Financing Activities
Repurchase of Common and Class B shares	(42.4)	(44.9)
Exercise of stock options	43.8	52.5
Repayment of long-term debt	(0.3)	(1.0)
Payment of dividends	(14.0)	(13.7)
Net Cash Used in Financing Activities	(12.9)	(7.1)
Effect of exchange rate changes on cash and cash equivalents	(8.4)	(3.1)
Net Change in Cash and Cash Equivalents	16.5	41.3
Cash and Cash Equivalents - Beginning of Period	501.8	562.6
Cash and Cash Equivalents - End of Period	$518.3	$603.9
Supplemental Cash Flow Disclosures
Cash paid for interest	$  18.4	$  23.6
Net cash payments for income taxes	$  39.0	$  43.3
See Notes to Financial Statements

BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

Dollar Amounts in Millions - Except Per Share Data

1.     Comprehensive Income

The following tables summarize components of comprehensive income for the quarters and six months ended June 25, 2005 and June 26, 2004:

	Second Quarter Ended
	June 25, 2005			June 26, 2004
	Pre-tax Amount	Tax Expense	Net-of-tax Amount	Pre-tax Amount	Tax (Expense) Benefit	Net-of-tax Amount
Foreign currency translation    adjustments	$(92.7)	$    -	$(92.7)	$(20.7)	$    -	$(20.7)
Reclassification adjustment into    net income for net loss realized    on cash flow hedges	0.8	(0.3)	0.5	0.8	(0.3)	0.5
Reclassification adjustment into    net income for net gain realized    on available-for-sale securities	- -	- -	- -	(0.2)	0.1	(0.1)
Other comprehensive loss	$(91.9)	$(0.3)	(92.2)	$(20.1)	$(0.2)	(20.3)
Net income			45.0			41.4
Total comprehensive (loss) income			$(47.2)			$ 21.1

	Six Months Ended
	June 25, 2005			June 26, 2004
	Pre-tax Amount	Tax Expense	Net-of-tax Amount	Pre-tax Amount	Tax (Expense) Benefit	Net-of-tax Amount
Foreign currency translation    adjustments	$(83.2)	$    -	$(83.2)	$(19.4)	$   -	$(19.4)
Reclassification adjustment into    net income for net loss realized    on cash flow hedges	1.6	(0.5)	1.1	1.6	(0.6)	1.0
Unrealized holding gain on    available-for-sale securities	- -	- -	- -	0.2	(0.1)	0.1
Reclassification adjustment into    net income for net gain realized    on available-for-sale securities	- -	- -	- -	(0.2)	0.1	(0.1)
Other comprehensive loss	$(81.6)	$(0.5)	(82.1)	$(17.8)	$(0.6)	(18.4)
Net income			79.6			64.9
Total comprehensive (loss) income			$(2.5)			$46.5

2.     Earnings Per Share

Basic earnings per share is computed based on the weighted average number of Common and Class B shares outstanding during a period. Diluted earnings per share reflects the assumed conversion of dilutive stock. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options were considered to have been used to repurchase Common shares at average market prices for the period, and the resulting net additional Common shares are included in the calculation of average Common shares outstanding.
     In a given period there may be outstanding stock options considered anti-dilutive as the options' exercise price was greater than the average market price of Common shares during that period and, therefore, excluded from the calculation of diluted earnings per share. For the quarter ended June 25, 2005, there were no anti-dilutive stock options outstanding. For the six months ended June 25, 2005, anti-dilutive stock options to purchase 0.5 million shares of Common stock at exercise prices ranging from $72.97 to $74.34 were outstanding. For the quarter and six months ended June 26, 2004, anti-dilutive stock options to purchase 0.6 million and 1.3 million shares of Common stock, respectively, at exercise prices ranging from $63.53 to $72.97 and $59.76 to $72.97, respectively, were outstanding.
     In August 2003, the Company issued $160.0 variable-rate Convertible Senior Notes (Old Notes) due in 2023. The Old Notes were convertible into shares of the Company's Common stock under certain conditions, such as when the closing sale price of the Company's Common stock is greater than 120% of the initial conversion price of $61.44 for at least 20 trading days in a period of 30 consecutive trading days ending on the last day of a calendar quarter. In December 2004, the Company completed its offer to exchange up to $160.0 of the Old Notes for an equal amount of its 2004 Senior Convertible Securities due 2023 (New Securities). The terms of the New Securities are primarily consistent with those of the Old Notes except that settlement upon conversion of the New Securities will be paid in cash up to the principal amount of the converted New Securities with any excess of the conversion value settled in shares of the Company's stock. An amount equal to $155.9 of the Old Notes, or 97.4% of the outstanding issue, was tendered in exchange for an equal amount of the New Securities. None of the conditions that would permit conversion had been satisfied during fiscal year 2004. The conversion right was triggered on June 17, 2005 and the Old Notes and New Securities were convertible at the option of the holder beginning July 1, 2005. In the event a holder elects to convert its note, the Company expects to fund a cash settlement of any such conversion from borrowings under its syndicated revolving credit agreement as described in the section entitled Access to Financial Markets in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
     The exchange of the majority of the outstanding Old Notes has essentially eliminated the potential dilution under the provisions of Emerging Issues Task Force (EITF) Issue 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings per Share. The impact of the Old Notes on the diluted earnings per share calculation was an adjustment of approximately $0.1 to net income for the quarters and six months ended June 25, 2005 and June 26, 2004, representing the interest and amortization expense attributed to the remaining Old Notes. The effects of the Old Notes and the New Securities on dilutive shares for the quarters and six months ended June 25, 2005 and June 26, 2004 are reflected in the table below.
     The following table summarizes the amounts used to calculate basic and diluted earnings per share:

	Second Quarter Ended		Six Months Ended
Dollar Amounts in Millions, Share Data in    Thousands	June 25, 2005	June 26, 2004	June 25, 2005	June 26, 2004
Net Income	$45.0	$41.4	$79.6	$64.9
Weighted Average Basic Shares    Outstanding	53,308	53,011	53,157	52,880
Effect of Dilutive Shares	1,866	1,420	1,869	1,583
Effect of Convertible Senior Notes Shares       (Old Notes)	67	67	67	67
Effect of 2004 Senior Convertible       Securities Shares (New Securities)	473	71	398	- -
Weighted Average Diluted Shares    Outstanding	55,714	54,569	55,491	54,530
Basic Earnings Per Share	$0.85	$0.78	$1.50	$1.23
Diluted Earnings Per Share	$0.81	$0.76	$1.44	$1.19

3.     Stock Compensation Plans

The Company has granted stock options to its key employees and non-employee directors under several stock-based compensation plans, with employee grants typically vesting ratably over three years and expiring ten years from the date of grant. Vesting is contingent upon a continued employment relationship with the Company. Director stock option grants are made pursuant to a formula and are vested 100% after one year. The Company also issues restricted stock awards to officers and other key employees. These awards have vesting periods up to seven years with vesting criteria based on continued employment until applicable vesting dates and prior to 2005, the attainment of specific performance goals such as average sales and cumulative earnings per share targets. The Company measures stock-based compensation for option grants under the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, given the fixed nature of the equity instruments grant ed under such plans, no compensation cost has been recognized other than for restricted stock awards. Compensation expense for restricted stock awards is recorded based on applicable vesting criteria, and for awards prior to 2005 with performance goals as such goals are met. The Company's net income and earnings per share would have been reduced to the pro forma amounts shown below if compensation cost had been determined based on the fair value at the grant dates using the Black-Scholes option-pricing model in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure:

	Second Quarter Ended		Six Months Ended
	June 25, 2005	June 26, 2004	June 25, 2005	June 26, 2004
Net income, as reported	$45.0	$41.4	$79.6	$64.9
Stock-based compensation cost    included in reported net income,    net of tax	0.6	0.9	1.5	3.1
Stock-based compensation cost    determined under the fair value    method for all awards, net of tax	(4.2)	(4.1)	(8.9)	(9.6)
Pro forma net income	$41.4	$38.2	$72.2	$58.4
Basic earnings per share:
As reported	$0.85	$0.78	$1.50	$1.23
Pro forma	0.78	0.72	1.36	1.10
Diluted earnings per share:
As reported	$0.81	$0.76	$1.44	$1.19
Pro forma	0.75	0.70	1.31	1.08

     The majority of stock options are typically granted during the first fiscal quarter of the fiscal year. For purposes of this disclosure, the fair value of each fixed option grant was estimated using the Black-Scholes option-pricing model. For the quarter and year-to-date, the weighted average assumptions used in the weighted average fair value determinations were similar in both 2005 and 2004 and were as follows:

	June 25, 2005	June 26, 2004
Risk free interest rate	4.34%	3.02%
Dividend yield	1.14%	1.18%
Volatility factor	35.14%	35.91%
Weighted average expected life (years)	5	6
Weighted average value	$24.57	$19.07

4.     Business Segment Information

The Company is organized on a regionally based management structure for commercial operations. The research and development and product supply functions of the Company are managed on a global basis. Beginning in 2005, the Company's engineering function, which had previously been part of the research and development segment, became a part of the product supply function. The Company's segments, after the realignment of the engineering function, are the Americas region, the Europe, Middle East and Africa region (Europe), the Asia region, the Research & Development organization and the Global Operations & Engineering organization.
     Operating income is the primary measure of segment income. No items below operating income are allocated to segments. Charges, if any, related to certain significant events, although related to specific segments, are also excluded from management basis results. There were no such charges during the quarters and six months ended June 25, 2005 and June 26, 2004. The accounting policies used to generate segment results are the same as the Company's overall accounting policies. Inter-segment sales were $188.9 and $353.2 for the quarter and six months ended June 25, 2005, respectively, and $164.7 and $321.0 for the same periods in 2004. All inter-segment sales have been eliminated upon consolidation and have been excluded from the amounts in the tables below.
     The following tables present net sales and operating income by business segment and present total company operating income for the quarters and six months ended June 25, 2005 and June 26, 2004. The prior year has been restated to conform to the new management reporting structure discussed above.

	Second Quarter Ended
	June 25, 2005		June 26, 2004
	Net Sales	Operating Income	Net Sales	Operating Income
Americas	$  255.6	$ 88.1	$  247.5	$ 79.5
Europe	224.9	62.1	202.0	63.4
Asia	127.8	36.2	117.0	36.0
Research & Development	-	(49.5)	-	(45.0)
Global Operations & Engineering	-	(33.4)	-	(36.8)
	608.3	103.5	566.5	97.1
Corporate administration	-	(23.3)	-	(21.9)
	$  608.3	$ 80.2	$  566.5	$ 75.2

	Six Months Ended
	June 25, 2005		June 26, 2004
	Net Sales	Operating Income	Net Sales	Operating Income
Americas	$  490.7	$167.4	$  462.5	$142.2
Europe	441.0	127.6	403.1	129.3
Asia	230.9	59.4	211.2	54.9
Research & Development	-	(94.6)	-	(84.1)
Global Operations & Engineering	-	(71.4)	-	(76.1)
	1,162.6	188.4	1,076.8	166.2
Corporate administration	-	(47.7)	-	(47.6)
	$1,162.6	$140.7	$1,076.8	$118.6

     Net sales in markets outside the U.S. totaled $381.8 and $723.8 in the second quarter and six months ended June 25, 2005, respectively, compared with $340.9 and $656.8 for the same 2004 periods. Net U.S. sales totaled $226.5 and $438.8 in the second quarter and six months ended June 25, 2005, respectively, compared with $225.6 and $420.0 for the same prior-year periods. The Company's operations in Japan and France each generated more than 10 percent of product net sales in the quarter ended June 25, 2005 totaling $63.7 and $61.6, respectively. During the quarter ended June 26, 2004, the Company's operations in Japan generated more than 10 percent of product net sales totaling $60.8. The Company's operations in France and Germany each generated more than 10 percent of product net sales during the six months ended June 25, 2005 totaling $120.9 and $115.9, respectively. No other non-U.S. country, or single customer, generated more than 10 percent of total product net sales durin g the second quarters and first six months of 2005 and 2004.

5.     Acquired Intangible Assets

In April 2005, the FDA approved the Company's single-indication orphan drug Retisert for the treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. This FDA approval represents the achievement of a milestone under an agreement with a former partner in the development of implant technology which triggered a $3.5 obligation. In connection with the settlement of this obligation, the Company capitalized $3.5 for the technology and this amount is reflected in the table below (see Note 6 - Related Party Transaction).
     During January 2005, the Company paid $12.2 to Pharmos Corporation to acquire additional rights in connection with the FDA approval of Zylet ophthalmic suspension. In March 2005, the Company acquired a license agreement for $0.4 to assume full licensing rights of a Japanese pharmaceutical company to commercialize Lotemax in South Korea. These acquired intangibles are reflected in the table below.
     The components of intangible assets as of June 25, 2005 and December 25, 2004 are as follows:

	June 25, 2005		December 25, 2004
	Gross Carrying Amount	Accumulated Amortization	Gross Carrying Amount	Accumulated Amortization
Trade names	$  94.5	$  40.1	$  97.1	$  36.7
Technology and patents	89.2	71.5	86.4	68.9
Developed technology	78.5	19.0	83.6	18.1
Intellectual property	38.2	8.8	25.9	7.0
License agreements	37.6	18.9	39.8	18.5
Physician information &    customer database	22.3	3.7	24.3	3.6
	$360.3	$162.0	$357.1	$152.8

     Amortization expense of intangibles was $6.5 and $13.1 for the quarter and six months ended June 25, 2005, respectively, and $6.2 and $12.5 for the same periods in 2004. Estimated amortization expense of intangibles presently owned by the Company for each of the next five succeeding fiscal years is as follows:

Fiscal Year Ending	Amount
December 31, 2005	$26.0
December 30, 2006	23.2
December 29, 2007	23.4
December 27, 2008	20.3
December 26, 2009	17.7

6.     Related Party Transaction

In April 2003, the Company advanced $9.3 to Control Delivery Systems (CDS), then a partner in the development of implant technology for treating retinal and other back-of-the-eye diseases in which the Company has an equity interest. Such advances have been recoverable through the Company's ability to apply such amounts to future obligations due under an arrangement with CDS to provide research and development (R&D) activities as to certain technologies; the achievement of certain milestones such as the completion of clinical testing, NDA filings, and FDA approvals; royalty payments; or through cash repayment by CDS. In May 2003, the Company and CDS announced a delay of up to three years in the regulatory filing for the diabetic macular edema indication for its proposed Retisert implant. The primary reason for the delay was the FDA's indication that it would require additional safety data before considering an application for approval for this indication. As a result, the Company reevaluated its ro le in the on-going development and approval process and decided to conduct and supervise directly the day-to-day development and clinical activities, after a brief transition period. Subsequently, the Company announced that it would not at this time pursue approval of the diabetic macular edema indication for the proposed Retisert implant.
     The Company now primarily bases the recoverability of the funds advanced on the future milestones and royalties or repayment by CDS, as CDS is no longer performing research and development activity on the Company's behalf. The achievement of the milestones giving rise to the Company's payment obligations and the eventual commercialization of the product are not completely controllable by the Company and are subject to the ordinary risks associated with the development and approval of any FDA regulated product. Therefore, the Company recorded a $4.1 reserve in the second quarter of 2003 to reflect this uncertainty. During the fourth quarter of 2003, the Company renegotiated its arrangement with CDS to formalize the change in the on-going development and approval process described above and as a result received $4.0 from CDS.
     In June 2004, the Company determined that it had incurred an obligation for an additional $3.0 milestone payment under the original agreement. As such, the $3.0 was applied against funds advanced resulting in a charge to R&D expenses. This charge was partially offset by a decrease in selling, administrative and general expenses to adjust the reserve established in the second quarter of 2003.
     In April 2005, the FDA approved the Company's single-indication orphan drug Retisert for the treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. This FDA approval represents the achievement of a milestone and triggered a $3.5 obligation under the original agreement. The Company capitalized $3.5 for the developed technology, paid $0.7 to CDS and applied $2.8 against the remaining funds previously advanced. Also, the Company recorded a decrease in selling, administrative and general expenses to reverse the remainder of the previously established reserve. On June 28, 2005, the Company advanced a royalty payment of $3.0 to CDS. There have been no other changes in the Company's relationship or arrangement with CDS.

7.     Employee Benefits

The Company's benefit plans, which in the aggregate cover substantially all U.S. employees and employees in certain other countries, consist of defined benefit pension plans, a participatory defined benefit postretirement plan and defined contribution plans. The following tables provide the components of net periodic benefit cost for the Company's defined benefit pension plans and postretirement benefit plan for the quarters and six months ended June 25, 2005 and June 26, 2004:

	Pension Benefit Plans		Postretirement Benefit Plan
	Second Quarter Ended		Second Quarter Ended
	June 25, 2005	June 26, 2004	June 25, 2005	June 26, 2004
Service cost 1	$1.7	$3.4	$0.4	$0.4
Interest cost	4.9	4.6	1.2	1.4
Expected return on plan assets	(5.5)	(4.9)	(0.9)	(0.7)
Amortization of prior-service cost	-	0.1	-	-
Amortization of net loss	1.9	1.6	0.1	0.1
Net periodic benefit cost	$3.0	$4.8	$0.8	$1.2

	Pension Benefit Plans		Postretirement Benefit Plan
	Six Months Ended		Six Months Ended
	June 25, 2005	June 26, 2004	June 25, 2005	June 26, 2004
Service cost 1	$3.5	$6.7	$0.8	$0.8
Interest cost	9.9	9.1	2.5	2.8
Expected return on plan assets	(11.1)	(9.8)	(1.7)	(1.5)
Amortization of transition obligation	-	0.1	-	-
Amortization of prior-service cost	0.1	0.3	(0.1)	-
Amortization of net loss	3.9	3.2	0.2	0.3
Net periodic benefit cost	$6.3	$9.6	$1.7	$2.4

1     The decline in service cost in 2005 for the pension benefit plans was primarily due to the freezing of the Company's U.S. defined benefit pension plan effective December 31, 2004.

Defined Contribution Plans The costs associated with the Company's defined contribution plans totaled $7.3 and $17.2 for the quarter and six months ended June 25, 2005, respectively, and $3.3 and $7.1 for the same periods in 2004. The increase in costs in 2005 was primarily due to an increase in the Company contribution to the U.S. defined contribution plan. Effective January 1, 2005, the Company's U.S. defined contribution plan became the principle vehicle for providing retirement income to U.S. employees.

8.     Commitments and Contingencies

Subsidiary Debt Guarantees The Company guarantees in writing for its subsidiaries certain lines of credit used for working capital and other obligations. Those written guarantees totaled approximately $21.8 and $24.3 at June 25, 2005 and December 25, 2004, respectively. There were no outstanding balances at June 25, 2005 and December 25, 2004. From time-to-time, the Company may also make verbal assurances with respect to indebtedness of its subsidiaries under certain lines of credit, also used for working capital. In July 2005, the Company agreed to guarantee, on behalf of its Japan subsidiary, a bank term loan facility in an amount approximately equivalent to $50.0. This is a five-year facility which matures in July 2010, and will be used by the subsidiary for general working capital.

Letters of Credit The Company had outstanding standby letters of credit totaling approximately $22.2 and $20.8 at June 25, 2005 and December 25, 2004, respectively, to ensure payment of possible workers' compensation, product liability and other insurance claims. At June 25, 2005 and December 25, 2004, the Company had recorded liabilities of approximately $11.8 and $11.1, respectively, as it relates to workers' compensation, product liability and other insurance claims.

Guarantees As of December 25, 2004, the Company guaranteed a real property mortgage loan of a research and development partner. The mortgage was secured by the property with an appraised value of $4.0. The principal balance of the guaranteed loan totaled approximately $3.5 at December 25, 2004. In April 2005, the research partner sold the property and the outstanding debt was satisfied. The Company had not recorded any liabilities under this guarantee, as it believed the likelihood of material payments was remote.
     The Company guarantees a lease obligation of a customer in connection with a joint marketing alliance. The lease obligation has a term of ten years expiring November 2011. The amount guaranteed at June 25, 2005 and December 25, 2004 was approximately $10.0. In the event of default, the guarantee would require payment from the Company. Sublease rights as specified under the agreement would reduce the Company's exposure. The Company believes the likelihood is remote that material payments will be required in connection with this guarantee and, therefore, has not recorded any liabilities under this guarantee.

Tax Indemnifications In connection with divestitures, the Company has agreed to indemnify certain tax obligations arising out of tax audits or administrative or court proceedings relating to tax returns for any periods ending on or prior to the closing date of the respective divestiture. The Company believes that any claim would not have a material impact on the Company's financial position. The Company has not recorded any liabilities associated with these claims.

Environmental Indemnifications The Company has certain obligations for environmental remediation and Superfund matters related to current and former company sites. There have been no material changes to estimated future remediation costs as reflected in the Notes to Financial Statements in the Company's 2004 Form 10-K. The Company does not believe that its financial position, results of operations, and cash flows are likely to be materially affected by environmental liabilities.

Other Commitments and Contingencies The Company is involved in lawsuits, claims, investigations and proceedings, including patent, trademark, commercial and environmental matters, which are being handled and defended in the ordinary course of business. The Company cannot at this time estimate with any certainty the impact of such matters on its financial position.

Product Warranties The Company estimates future costs associated with expected product failure rates, material usage and service costs in the development of its warranty obligations. Warranty reserves are established based on historical experience of warranty claims and generally will be estimated as a percentage of sales over the warranty period or as a fixed dollar amount per unit sold. In the event that the actual results of these items differ from the estimates, an adjustment to the warranty obligation would be recorded. Changes in the Company's product warranty liability for the year ended December 25, 2004 and the six months ended June 25, 2005 were as follows:

Balance at December 27, 2003	$  8.1
Accruals for warranties issued	6.8
Changes in accruals related to pre-existing warranties	(1.1)
Settlements made	(5.9)
Balance at December 25, 2004	$  7.9
Accruals for warranties issued	3.7
Changes in accruals related to pre-existing warranties	(1.0)
Settlements made	(3.6)
Balance at June 25, 2005	$  7.0

Deferred Service Revenue Service revenues are derived from service contracts on surgical equipment sold to customers and are recognized over the term of the contracts while costs are recognized as incurred. Changes in the Company's deferred service revenue for the year ended December 25, 2004 and the six months ended June 25, 2005 were as follows:

Balance at December 27, 2003	$  6.5
Accruals for service contracts	14.2
Changes in accruals related to pre-existing service contracts	(0.3)
Revenue recognized	(12.5)
Balance at December 25, 2004	$  7.9
Accruals for service contracts	5.1
Changes in accruals related to pre-existing service contracts	(0.1)
Revenue recognized	(5.3)
Balance at June 25, 2005	$  7.6

9.     Supplemental Balance Sheet Information

	June 25, 2005	December 25, 2004
Inventories, net
Raw materials and supplies	$    52.4	$    50.0
Work in process	20.5	17.8
Finished products	144.9	136.6
	$  217.8	$  204.4

	June 25, 2005	December 25, 2004
Property, Plant and Equipment, net
Land	$    18.1	$    19.1
Buildings	339.1	341.5
Machinery and equipment	951.2	977.4
Leasehold improvements	28.5	28.7
Equipment on operating lease	16.5	16.5
	1,353.4	1,383.2
Less accumulated depreciation	(793.9)	(802.3)
	$  559.5	$  580.9

10.     New Accounting Guidance

In December 2004, the Financial Accounting Standards Board (FASB) issued its standard on accounting for share-based payments, SFAS No. 123 (revised 2004), Share-Based Payment requiring companies to recognize compensation cost relating to share-based payment transactions in the financial statements. SFAS No. 123(R) requires the measurement of compensation cost to be based on the fair value of the equity or liability instruments issued. Upon issuance, SFAS No. 123(R) required public companies to apply SFAS No. 123(R) in the first interim or annual reporting period beginning after June 15, 2005. In April 2005, the Securities and Exchange Commission (SEC) approved a new rule that delays the effective date, requiring public companies to apply SFAS No. 123(R) in the first annual period beginning after June 15, 2005. Except for the deferral of the effective date, the guidance in SFAS No. 123(R) is unchanged. SFAS No. 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS No. 123(R) replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. The Company is currently assessing the impact of SFAS No. 123(R) and considering the valuation models available. The Company will adopt SFAS No. 123(R) in its first interim period of fiscal 2006.
     On October 22, 2004, the American Jobs Creation Act of 2004 (the "Act") was signed into law. In part, the Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing a dividends received deduction of 85% for certain dividends from controlled foreign corporations. In December 2004, the FASB issued FASB Staff Position No. FAS 109-2 (FSP FAS 109-2), Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. FSP FAS 109-2 provides accounting and disclosure guidance for this repatriation provision. Under the provisions of the Act, the Company intends to repatriate approximately $805.0 in foreign earnings previously considered permanently reinvested in non-U.S. legal entities. The funds, which are in addition to the Company's ongoing repatriation initiatives, will be remitted to the U.S. in the third and fourth quarters. The Company expects to record a one-time tax charge of approximately $34.0 (or approximately $0.61 per share) in the third quarter to recognize the income tax liability associated with repatriating these funds. In connection with the repatriation of funds, the Company anticipates borrowing between $425.0 and $450.0 outside the U.S. in the third and fourth quarters of 2005. Debt service on these borrowings will be accomplished through future foreign earnings.
     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires retrospective application to prior period financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, non-financial assets to be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 will become effective for the Company's fiscal year beginning January 1, 2006.
     In June 2005, the FASB issued FASB Staff Position No. FAS 143-1 (FSP FAS 143-1), Accounting for Electronic Equipment Waste Obligations. FSP FAS 143-1 addresses the accounting for obligations associated with the Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the Directive) adopted by the European Union (EU). FSP FAS 143-1 is effective the later of the first reporting period that ends after June 8, 2005 or the date that the EU-member country adopts the law. As of June 25, 2005, no EU-member country in which the Company has significant operations had adopted the law.

11.     Other Matters

The Company is engaged in various lawsuits, claims, investigations and proceedings including patent, trademark, commercial and environmental matters that are in the ordinary course of business. The Company cannot at this time estimate with any certainty the impact of such matters on its financial position.

12.     Subsequent Event

On July 2, 2005, the Company entered into a definitive agreement to acquire a 55-percent controlling interest in the Shandong Chia Tai Freda Pharmaceutical Group (CTF), the leading ophthalmic pharmaceutical company in China, from Sino Biopharmaceutical Ltd. (Sino) for $200.0 in cash. In addition, the Company has agreed in principle to a future acquisition of an additional 15-percent interest in CTF held by two other entities, for $54.5, an amount equivalent on a per-share basis to the price being paid to Sino. CTF primarily develops, manufactures and markets medications used to treat ocular inflammation and infection, glaucoma and dry eye including the Moisten and Mioclear lines of eye drops. Headquartered in the city of Jinan in Shandong Province, CTF has approximately 1,300 employees, with approximately half of them working in sales and marketing. The acquisition is expected to close in the third quarter, subject to certain conditions including formal, final approval by the shareholders of Sino, at which time asset valuation and purchase price allocations will be finalized.

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial Review

Dollar Amounts in Millions - Except Per Share Data

This financial review, which should be read in conjunction with the accompanying financial statements and the Company's Form 10-K for the year ended December 25, 2004, contains management's discussion and analysis of the Company's results of operations and liquidity, and an updated 2005 outlook. References within this financial review to earnings per share refer to diluted earnings per share.
     Discussion in the Financial Review Section of Management's Discussion and Analysis of Financial Condition and Results of Operations includes a non-GAAP constant-currency measure employed by the Company. Management views constant-currency results as a key performance measure of organic business growth trends. The Company monitors its constant-currency performance for non-U.S. operations and the Company as a whole. Constant-currency results are calculated by translating actual current-year and prior-year local currency revenues and expenses at the same predetermined exchange rates. The translated results are then used to determine year-over-year percentage increases or decreases that exclude the impact of currency. In addition, constant-currency results are used by management to assess non-U.S. operations' performance against yearly targets for the purpose of calculating a portion of the bonus amounts for certain regional bonus-eligible employees.

Financial Overview

The Company reported net income of $45 or $0.81 per share for the quarter ended June 25, 2005 compared to $41 or $0.76 per share for the same quarter in 2004. For the six months ended June 25, 2005, the Company reported net income of $80 or $1.44 per share compared to $65 or $1.19 per share for the same six-month period in 2004.

Net Sales by Geographic Region and Business Segment

Total Company net sales for the second quarter and six months ended June 25, 2005 were $608 and $1,163, respectively. This represents a $42 or a seven percent increase compared to the prior-year second quarter and an $86 or an eight percent increase for the first six months. On a constant-currency basis, net sales increased five percent for both the quarter and year-to-date. Sales growth during the quarter and year-to-date was led by the contact lens product category as it continued to outpace the overall market in the second quarter.

Geographic Region For the second quarter ended June 25, 2005, net sales in markets outside the U.S. totaled $382, an increase of $41 or 12 percent (eight percent excluding the impact of currency) over the same quarter in 2004. Year-to-date, non-U.S. net sales were $724, an increase of $67 or 10 percent (six percent in constant currency) from the prior-year period. Net sales outside the U.S. represented approximately 63 percent of consolidated net sales for the quarter ended June 25, 2005 compared to 60 percent for the comparable period in 2004. Year-to-date, net sales outside the U.S. represented approximately 62 percent of consolidated net sales in 2005 and 61 percent in 2004.
     For the second quarter ended June 25, 2005, net U.S. sales remained flat at $226, compared to the same 2004 quarter. Year-to-date, net U.S. sales totaled $439, representing an increase of $19 or four percent compared to the prior-year period. Net U.S. sales for the quarter- and year-to-date represented approximately 37 percent of consolidated net sales in 2005 and 40 percent and 39 percent for the same 2004 periods. For the second quarter and first six months of 2005, U.S. revenues represented approximately 89 percent of the Americas segment revenue, compared to 91 percent for same periods in 2004.

Business Segment The Company is organized on a regionally based management structure for commercial operations. The research and development and product supply functions of the Company are managed on a global basis. Beginning in 2005, the Company's engineering function, which had previously been part of the research and development segment, became a part of the product supply function. The Company's segments, after the realignment of the engineering function, are the Americas region, the Europe, Middle East and Africa region (Europe), the Asia region, the Research & Development organization and the Global Operations & Engineering organization.
     In each geographic region, the Company markets products in five product categories: contact lens, lens care, pharmaceuticals, cataract and vitreoretinal, and refractive. The contact lens category includes traditional, planned replacement disposable, daily disposable, multifocal, continuous wear and toric soft lenses and rigid gas permeable lenses and materials. The lens care category includes multi-purpose solutions, enzyme cleaners and saline solutions. The pharmaceuticals category includes generic and proprietary prescription ophthalmic drugs, ocular vitamins, over-the-counter medications and vision accessories. The cataract and vitreoretinal category includes intraocular lenses (IOLs), phacoemulsification equipment and related disposable products, as well as viscoelastics and other products used in cataract and vitreoretinal surgery. The refractive category includes lasers, microkeratomes, diagnostic equipment and other products and equipment used in refractive surgery. There are no transfers of products between product categories.

     The following table summarizes net sales by geographic region:

	Second Quarter Ended				Six Months Ended
	June 25, 2005		June 26, 2004		June 25, 2005		June 26, 2004
	As Reported	Percent of Total Net Sales	As Reported	Percent of Total Net Sales	As Reported	Percent of Total Net Sales	As Reported	Percent of Total Net Sales
Net Sales
Americas	$255.6	42%	$247.5	44%	$  490.7	42%	$   462.5	43%
Europe	224.9	37%	202.0	36%	441.0	38%	403.1	37%
Asia	127.8	21%	117.0	20%	230.9	20%	211.2	20%
	$608.3		$566.5		$1,162.6		$1,076.8

     The Company experienced overall constant-currency growth in each of its geographic regions and product categories during the second quarter ended June 25, 2005 compared to the same 2004 quarter. For the six months ended June 25, 2005, constant-currency gains were reported in each of the Company's geographic regions and product categories except for the refractive product category. Constant-currency sales growth within the contact lens product category was reported in each geographic region for the quarter- and year-to-date periods. Total Company contact lens sales rose 13 percent (10 percent in constant-currency) during the second-quarter led by the PureVision brand and the Company's lines of specialty products. Silicone hydrogel revenues nearly doubled compared to the same quarter in 2004 as the Company expanded distribution of PureVision SVS and PureVision Toric overseas while reintroducing the SVS lens into the U.S. market. The Company's total toric le ns sales (including mainly SofLens and PureVision Toric) grew more than 15 percent in the quarter and accounted for more than 25 percent of the Company's total contact lens revenues. SofLens Toric remains the number-one dispensed brand of toric lenses in the world. In addition, SofLens Multi-Focal sales increased at a double-digit rate, also continuing a strong growth trend. Year-to-date, the Company's lines of specialty products grew more than 20 percent over the same period in 2004, and more than offset declines in older-generation products. In the lens care category, second-quarter growth in the Europe and Asia regions was partially offset by a one-percent decline in the Americas region which reflected the previously disclosed timing of a major U.S. customer promotion that shifted sales from the second quarter into the first quarter. Lens care sales for the first six months in the Americas increased six percent in constant currency and reflected continued market acceptance and share gains for ReNu with MoistureLoc multi-purpose solution. For the quarter, overall lens care sales growth was led by the Company's lines of all-in-one solutions for both soft and rigid gas permeable contact lenses. Year-to-date overall lens care gains were attributed to the Company's lines of all-in-one solutions, which reflected share gains subsequent to the late 2004 launch of ReNu with MoistureLoc and incremental sales associated with the launch of ReNu MultiPlus in Japan. Constant-currency pharmaceutical sales growth was led by the Company's lines of ocular vitamins and dry-eye medications, as well as double-digit gains for both Lotemax and Alrex prescription steroid drops. Gains in Europe were partly offset by lower sales of certain non-ophthalmic multisource pharmaceuticals, reflecting recent competitive introductions in the Americas region. Year-to-date, overall growth primarily reflected incremental sales from the U.S. launch of Zylet combin ation ophthalmic suspension and continued gains by the Company's lines of ocular vitamins and dry eye medications in each geographic region. Cataract and vitreoretinal constant-currency sales growth in each geographic segment during the quarter and year-to-date periods was led by the Company's lines of IOLs and phacoemulsification products. Growth in the Company's lines of IOLs reflected continued strong double-digit gains during the quarter for the Company's SofPort and Akreos lines of foldable IOLs. Refractive category growth during the second quarter was due to a 16 percent gain in sales of per procedure cards used in LASIK surgery and increased service revenue, somewhat offset by lower equipment sales in Europe and Asia. Year-to-date, these gains were more than offset by a decline in blade revenues and lower equipment sales primarily due to a saturated market in the Europe region.     The following three sections entitled Americas, Europe and Asia describe net sales results by product category in each geographic region for the quarter and six months ended June 25, 2005 compared to the same periods in 2004.

Americas
The Americas region net sales for the second quarter of 2005 were $256, reflecting a three percent increase in actual dollars and two percent in constant currency over 2004. For the quarter, the region experienced gains in contact lens, cataract and vitreoretinal and refractive product categories, partially offset by declines in lens care and pharmaceuticals. Year-to-date, net sales of $491 increased six and five percent in actual dollars and in constant currency, respectively, over the same period in 2004, with increases reported in all product categories.
     Contact Lens - In the Americas region, contact lens net sales increased 16 percent in actual dollars and 15 percent in constant currency during the quarter compared to the same 2004 quarter. Year-to-date, net sales increased 12 percent and 11 percent in actual dollars and in constant currency, respectively. The U.S. reintroduction of PureVision SVS was a key contributor to the growth during the second quarter, along with continued gains for SofLens Toric and Multi-Focal. Demand for PureVision is significantly ahead of the Company's expectations. As a result, the Company has reconsidered the timing of the U.S. launch of PureVision Toric, since it is making SVS lenses on manufacturing lines that otherwise would be building toric inventory. The Company expects to launch PureVision Toric contact lenses in late 2005 when inventory levels are sufficient to support the anticipated demand without sacrificing service levels to support its current SVS customers. The Company anticipates this launch to be followed by a multifocal version of PureVision in 2006. The Company is aggressively adding manufacturing capacity for silicone hydrogels both this year and next, to respond to the demands of this rapidly changing market. Sales of the SofLens Toric contact lens grew in the upper teens during the second-quarter and year-to-date periods and the most recent market data indicated that this contact lens continued to increase its lead in the U.S. toric market, with a share of more than 30 percent. SofLens Multi-Focal revenues also increased significantly and this contact lens leads the market with a share of more than 45 percent.
     Lens Care - For the quarter, lens care net sales in the Americas decreased one percent in actual dollars and two percent in constant currency, but increased seven percent in actual dollars (six percent in constant currency) year-to-date. Second-quarter lens care net sales declined primarily due to an expected moderation in performance given that a major U.S. retailer ran a very large promotional program of the Company's ReNu branded products in the first quarter and essentially shifted sales from the second quarter. Growth for the first six months of 2005 was driven by share gains attributable to the Company's ReNu with MoistureLoc brand of multi-purpose solutions. Based on the most recent syndicated data, the total ReNu franchise gained nearly two unit share points in the second quarter. In addition, the Company's Boston lines for rigid gas permeable lenses also gained share in the quarter, benefiting from continued acceptance of our Boston Simplus all-in-one solution.
     Pharmaceuticals - In actual dollars and on a constant-currency basis, the Americas region experienced declines of three and four percent in pharmaceuticals, respectively, during the second quarter of 2005, but recorded a two percent growth year-to-date over the same 2004 periods in both actual dollars and in constant currency. For the quarter, gains for Lotemax, Alrex and the Company's lines of ocular vitamins were more than offset by declines in its multisource business reflecting new competition for two non-ophthalmic products. The monthly prescription data for each of the Company's loteprednol-based products continues to be positive. According to the most recent third-party data, Lotemax prescriptions increased approximately 13 percent from the same quarter in 2004, and the Company's revenues have increased approximately 30 percent. Alrex prescriptions have grown more than 10 percent, resulting in strong double-digit second quarter ga ins in net sales. The launch of the Company's newest loteprednol product, Zylet, in the first quarter, was the major contributor to year-to-date gains as initial stocking orders were shipped throughout that period. Zylet has gained approximately four percent prescription share of the combination products market in a fairly short period of time, which is in line with the Company's expectations. Gains for Lotemax, Alrex and the Company's lines of ocular vitamins were also reported for the first six months of 2005. The Company's vitamin business increased approximately six percent during the second quarter. The Company remained the leader in the market, with a share greater than 60 percent. According to the most recent market data, consumption for both PreserVision and Ocuvite Lutein (the Company's two main vitamin products) is growing in the mid-teens, but the Company's reported growth is less. The Company believes this lag in sales growth reflects higher levels of saf ety stock in the trade caused by the transition from tablets to soft gels. The Company's shipments of initial pipeline orders of soft gels in the second half of 2004 will further hamper comparisons for the rest of the year. The Company views this as a short-term situation in one region. In addition, the Company's first Retisert shipments occurred in late June but did not contribute to second-quarter revenues.
     Cataract and Vitreoretinal - Net sales of cataract and vitreoretinal products grew three percent in actual dollars and two percent in constant currency during the second quarter of 2005 versus the same quarter in 2004. Year-to-date, net sales increased six and five percent over the same 2004 period in actual dollars and on a constant-currency basis, respectively. Sales of IOL products accelerated in the second quarter and grew 13 percent on a constant-currency basis. The Company's silicone lines were up nearly 20 percent for the quarter and year-to-date. These increases were attributed to the strength of the Company's SofPort Advanced Optics silicone IOL and Easy-Load inserter, which was launched in the second quarter. Sales of phacoemulsification products continued to increase during the second quarter and year-to-date, up nearly 10 percent. These gains were partly offset by declines in viscoelastic products. Viscoelastic unit volumes increased about five percent during the second quarter compared to the same period a year ago, but revenues decreased by a similar amount, reflecting a competitive pricing environment.
     Refractive - The Americas region posted strong growth in this category as refractive net sales increased 17 percent in the second quarter of 2005 (15 percent in constant currency). This growth was attributed to higher sales of lasers and an increase in procedure card volume of more than 10 percent, partially offset by lower blade revenues. The Company's first shipment of Zyoptix XP microkeratomes occurred in the second quarter. Year-to-date, refractive net sales increased three and two percent in actual dollars and in constant currency, respectively. The first six months of 2004 benefited from the initial launch of the Zyoptix system during the first quarter of 2004 which somewhat moderated strong second-quarter and year-to-date gains in 2005.

Europe
Net sales during the second quarter of 2005 in the Europe region increased to $225, an 11 percent increase over the same quarter in 2004. Excluding the impact of currency, net sales increased seven percent. Net sales of $441 for the first six months increased nine percent over the same 2004 period and five percent on a constant-currency basis. Excluding the impact of currency, the region experienced gains in all product categories for the quarter and year-to-date with the exception of the refractive product category.     Contact Lens - Contact lens net sales in the Europe region rose 13 percent in actual dollars or nine percent in constant currency compared to the prior-year second quarter, and 11 percent in actual dollars (seven percent in constant currency) compared to the first six months of 2004, on the continued strength of the PureVision Toric and SVS, SofLens Multi-Focal and SofLens Toric lines of contact lenses. Total toric sales grew almost 25 percent in the second quarter and almost 20 percent year-to-date and remained the market leader for toric lenses in the Europe region. SofLens Multi-Focal also continued to strengthen its market lead, growing more than 50 percent during the second quarter and the first six months of 2005 in a market growing in the mid-thirties percent range.
     Lens Care - In Europe, lens care product net sales increased 12 percent in the second quarter of 2005 over the same quarter in 2004 and eight percent in constant currency. Year-to-date net sales increased 10 percent and seven percent in constant currency compared to the same period in 2004. The Company continues to gain share in the Europe region on the strength of ReNu with MoistureLoc, which drove overall multi-purpose solutions growth of more than 10 percent in the second quarter.
     Pharmaceuticals - For the quarter and year-to-date, pharmaceuticals net sales for the Europe region increased 15 percent in actual dollars, 11 percent on a constant-currency basis, compared to the same periods in 2004. Gains were driven by strong double-digit growth for the Company's vitamins and dry eye products. The Company believes it is operating in a more stabilized environment since the 2004 German pharmaceuticals pricing legislation which impacted performance in that year.
     Cataract and Vitreoretinal - European cataract and vitreoretinal net sales posted increases of six and three percent during the quarter in actual dollars and in constant currency, respectively. Year-to-date net sales increased four percent in actual dollars and were flat on a constant-currency basis over the same 2004 period. Higher sales of the Company's Akreos line of acrylic IOLs led the growth during the second quarter. An aspheric optics version of Akreos will be available during the third quarter, which the Company believes will bring all of the positive benefits of its advanced optical design to its acrylic platform. Year-to-date gains in the Company's Akreos line of IOLs and instruments were offset by declines in older technology products and phacoemulsification products.
     Refractive - Refractive net sales for the second quarter in the Europe region declined three percent in actual dollars and six percent in constant currency compared to the same quarter in 2004. Year-to-date, refractive net sales in this region posted declines of 12 percent (15 percent in constant currency). These declines were driven by lower equipment sales which the Company believes is representative of a saturated market. Higher procedure card revenues in the Europe region reflected increased acceptance of the Company's Zyoptix platform, but overall market data suggests that procedural volumes in total continue to decline in the region.

Asia
The Asia region's second-quarter and year-to-date net sales for 2005 were $128 and $231, respectively, an increase of nine percent (six percent in constant currency) compared to the same periods in 2004. On a constant-currency basis, the region experienced growth in each product category during the quarter. Year-to-date, each product category registered growth with the exception of slight declines in the refractive product category.
     Contact Lens - The Asia region's contact lens net sales increased 10 percent (seven percent in constant currency) during the second quarter and first six months of 2005 compared to the same periods in 2004. This growth was led by SofLens59, SofLens One Day and SofLens Toric. Most of this growth came from sales of the Company's Medalist brand lenses in Japan. Medalist Toric continued to register double-digit gains, and the Company's SVS revenues grew with the recent launch of its new, higher-margin two-week lens. Medalist One Day sales were flat in constant currency, and while part of that reflects initial pipeline shipments in the second quarter of 2004, the demand for Medalist One Day has been below Company expectations. Product and packaging changes will be made later this year that the Company believes will improve acceptance of Medalist One Day in the market. In Asian markets outside of Japan, revenues gre w 18 percent, or 13 percent excluding currency. Strong performance was noted in most markets except for China, where the Company continued to address the impact of changes made in its distribution networks earlier in 2005. While net sales were up slightly in the quarter, growth was significantly lower than the Company's expectations for this market. Revenues from the Company's core technology products increased in the quarter, but those gains were mitigated by declines in traditional products which reflected heightened competitive activity from low-priced local manufacturers in lower-tier cities. The Company has maintained its leading market position in major Chinese cities and made changes at the end of the second quarter to address concerns of the Company's distributors in the lower-tier cities. The Company expects to return the contact lens category in China to double-digit growth in the second half of the year.
     Lens Care - In Asia, lens care net sales in the quarter increased six percent in actual dollars and two percent in constant currency while year-to-date sales were seven percent higher in actual dollars (three percent in constant currency) over the comparable period in 2004. Increases were attributable to gains in sales of multi-purpose solutions reflecting the Company's launch of ReNu MultiPlus solution in Japan during the first quarter of 2005. Strong sales growth was reported in the rest of Asia, except in China due to the factors discussed above in the section entitled Contact Lens.
     Pharmaceuticals - The Company's pharmaceutical business has not had a significant presence in Asia. On July 2, 2005, the Company entered into a definitive agreement to acquire a 55-percent controlling interest in the Shandong Chia Tai Freda Pharmaceutical Group, the leading ophthalmic pharmaceutical company in China, from Sino Biopharmaceutical Ltd. The Company believes this acquisition will provide it with immediate, significant presence in the rapidly growing Chinese ophthalmic pharmaceuticals market through the largest pharmaceutical sales and distribution organization in that country. The deal is expected to close some time in the third quarter. See Note 12 -Subsequent Event for further discussion. For the second quarter and first six months of 2005 and 2004 net sales of pharmaceuticals in Asia were immaterial to its overall results of operations.
     Cataract and Vitreoretinal - Second-quarter revenue from the cataract and vitreoretinal product category in Asia increased 19 percent compared to the same quarter in 2004 (15 percent in constant currency). Year-to-date sales increased 17 percent over the same 2004 period (13 percent in constant currency). These results mainly reflected double-digit gains in sales of IOLs, led by the continued rollout of the Akreos acrylic lens.
     Refractive - For the quarter, refractive net sales in Asia increased five percent and, excluding the impact of currency, increased three percent, driven by higher sales of procedure card and microkeratome products, somewhat mitigated by lower equipment sales. Year-to-date net sales increased one percent in actual dollars but declined by the same percentage on a constant-currency basis also attributable to lower equipment sales.

     The following tables present total Company net sales, including percent changes from the comparable prior-year quarter, by product categories for the quarters and six months ended June 25, 2005 and June 26, 2004:

	Second Quarter Ended
	June 25, 2005			June 26, 2004
	Net Sales	Percent Increase Actual Dollars	Percent Increase Constant Currency	Net Sales	Percent Increase Actual Dollars	Percent Increase Constant Currency
Product Category
Contact Lens	$188.3	13%	10%	$167.1	12%	8%
Lens Care	139.2	3%	1%	134.9	7%	5%
Pharmaceuticals	147.4	6%	3%	139.4	11%	8%
Cataract and Vitreoretinal	95.3	6%	4%	89.5	9%	6%
Refractive	38.1	7%	5%	35.6	17%	16%
	$608.3	7%	5%	$566.5	11%	8%

	Six Months Ended
	June 25, 2005			June 26, 2004
	Net Sales	Percent Increase (Decrease) Actual Dollars	Percent Increase (Decrease) Constant Currency	Net Sales	Percent Increase Actual Dollars	Percent Increase Constant Currency
Product Category
Contact Lens	$359.4	11%	8%	$   324.2	15%	8%
Lens Care	268.5	8%	6%	249.1	7%	4%
Pharmaceuticals	277.6	9%	6%	255.0	14%	8%
Cataract and Vitreoretinal	184.8	6%	4%	174.0	8%	3%
Refractive	72.3	(3)%	(5)%	74.5	23%	19%
	$1,162.6	8%	5%	$1,076.8	12%	7%

Costs and Expenses & Operating Income

The ratio of cost of products sold to net sales was 40.5 percent and 41.1 percent for the quarter and six months ended June 25, 2005, respectively, versus 40.2 percent and 41.6 percent, for each of the same 2004 periods. The slight decline in gross margin for the quarter primarily reflected sales mix differences between the two years. The year-to-date margin improvement reflected a favorable mix shift towards higher margin products as well as manufacturing efficiencies due to cost savings that continue to be realized through profitability improvement initiatives, partially offset by the impact of foreign currency exchange rates.
     Selling, administrative and general expenses, including corporate administration, were 38.9 percent of net sales for the 2005 second quarter, compared to 39.2 percent for the second quarter of 2004. Year-to-date, selling, administrative and general expenses were 39.5 percent of net sales for the first six months of 2005, compared to 40.3 percent for the same period in 2004. Spending increased $15 and $25 during the quarter and six months ended June 25, 2005, respectively, when compared to the same periods in 2004. The 2005 periods primarily reflected higher selling and marketing expenses due to promotional activity for new products and additions to the U.S. pharmaceuticals sales force as well as the impact of currency.
     Research and development (R&D) expenses totaled $45 for the second quarter 2005, an increase of $4 and 8.6 percent over the second quarter of 2004, and represented 7.5 percent of net sales compared to 7.4 percent of net sales for the second quarter of 2004. R&D expenses for the six months ended June 25, 2005 increased $8 to $85, an increase of 10.9 percent over the same period in 2004 and represented 7.3 percent of net sales for the first six months of 2005 compared to 7.1 percent of net sales for the same period in 2004. The Company expects to continue its commitment to increase R&D spending at a faster rate than sales growth in support of its goal of consistently bringing new products to market to fuel long-term growth, including its continued investments to develop additional treatments for sight-threatening diseases. The Company received the FDA's approval of its Retisert drug delivery implant for pos terior segment uveitis during April 2005 and reported that the first shipments of Retisert occurred in late June (see Note 6 - Related Party Transaction for further discussion). During the quarter, the Company announced plans to nearly double its R&D facility in Rochester, New York and to add up to 200 new jobs in its R&D organization over the next two years.
     As a result of the above factors, operating earnings for the second quarter of 2005 increased $5 to $80, representing 13.2 percent of net sales compared to 13.3 percent of net sales in the second quarter of 2004. Operating earnings year-to-date increased $22 to $141, representing 12.1 percent of net sales compared to 11.0 percent for the same 2004 period.

Other Income and Expenses

Interest and investment income totaled $3 and $7 for the quarter and six months ended June 25, 2005, an increase of less than $1 compared to each of the same periods in 2004. When compared to the same 2004 periods, the 2005 periods reflected higher average interest rates partially offset by lower average investment levels and mark-to-market adjustments on assets held by the Company for its nonqualified deferred compensation plan.
     Interest expense of $14 and $25 for the quarter and six months ended June 25, 2005 increased $3 and $2, respectively, compared to the comparable periods in 2004. The increase in interest expense was primarily due to the recognition of unamortized debt issuance costs of $3 associated with the Company's $4.1 Convertible Senior Notes and $155.9 Senior Convertible Securities which became convertible on July 1, 2005, as described in Note 2 - Earnings Per Share and in the section entitled Access to Financial Markets in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company repaid $197 of debt during the fourth quarter of 2004, but lower 2005 debt levels were offset in part by higher interest rates on variable rate debt.
     Foreign currency net income was less than $1 during the quarter and six months ended June 25, 2005, compared to foreign currency net losses of $2 and $1 in the same prior-year periods. The 2005 results include lower costs associated with the Company's ongoing foreign currency hedging program as well as net foreign currency transaction gains.

Liquidity and Financial Resources

Cash Flows from Operating Activities Cash provided by operating activities was $88 and $98 through the second quarter of 2005 and 2004, respectively. The decrease in operating cash flow reflected the impact of higher inventory to accommodate new product launches and increased working capital requirements; partially offset by higher earnings and lower tax payments. Average DSO for the quarter was 74 days in the second quarter of 2005, compared to 77 days for the same 2004 period.

Cash Flows from Investing Activities Cash used in investing activities of $50 for the first six months of 2005 primarily represented capital spending of $36 and $13 of acquired intangibles. During the first quarter of 2005, the Company acquired product rights for $12 in connection with the FDA approval of Zylet ophthalmic suspension and acquired a license agreement for less than $1 to commercialize Lotemax in South Korea (see Note 5 - Acquired Intangible Assets). In April 2005, the FDA approved the Company's single-indication orphan drug Retisert for the treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. This FDA approval represents the achievement of a milestone and a $4 obligation under the original agreement. The Company capitalized $4 for the developed technology, paid $1 to CDS and applied $3 against the remaining funds previously advanced (see Note 6 - Related Party Transaction). During the same 2004 period, cash used of $46 was mainly attributable to capital expenditures.

Cash Flows from Financing Activities Through the first six months of 2005, there was a net cash flow use of $13 from financing activities. The 2005 period outflows consisted primarily of $40 to repurchase 530,000 shares of the Company's Common stock at an average price of $74.98 per share (see Part II - Other Information, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds) and $14 for dividends paid. 2005 cash outflows were partially offset by cash inflows of $44 from the exercise of stock options. During the first half of 2004, net cash used in financing activities of $7 consisted primarily of $43 to repurchase 700,000 shares of the Company's Common stock at an average price of $61.60 per share, $14 for dividends paid and $1 in debt repayments, partially offset by cash inflows of $53 from the exercise of stock options.
     The continued rise in the Company's stock price over the last several months has resulted in a significant increase in the number of stock options exercised. Approximately 220,000 of the two million Common shares included in the repurchase program authorized by the Board of Directors on January 27, 2004 remain to be purchased. On July 26, 2005, the Board of Directors approved the purchase of up to an additional two million shares of the Company's outstanding Common stock. Consistent with its previous repurchase authorization, the Company expects to repurchase shares using proceeds from stock option exercises, to partially offset the otherwise dilutive impact of exercise activity. There is no expiration date for this program.

Financial Position The Company's total debt, consisting of short- and long-term borrowings, was $644 at the end of the second quarter of 2005, unchanged from year-end 2004 and a $197 decrease from the June 2004 amount of $841. The ratio of total debt to capital was 31.1 percent at the end of the second quarter of 2005 and at year-end 2004, and 40.1 percent at June 2004.
     Cash and cash equivalents totaled $518 and $604 at the end of the second quarter of 2005 and 2004, respectively, and $502 at the end of 2004.

Access to Financial Markets As of June 25, 2005, the Company's long-term debt was rated BBB with a stable outlook by Fitch Ratings and Standard & Poor's. On May 10, 2005, Moody's Investors Services upgraded the Company's senior unsecured rating to Baa3 from Ba1 based on the Company's positive outlook. Moody's Investors Services cited the Company's strong performance, improvement of debt protection measures and its expectation that medium-term earnings and free cash generation will remain solid.
     In August 2003, the Company issued $160 variable-rate Convertible Senior Notes (Old Notes) due in 2023. In December 2004, the Company completed its offer to exchange up to $160 of the Old Notes for an equal amount of its 2004 Senior Convertible Securities due 2023 (New Securities). The terms of the New Securities are primarily consistent with those of the Old Notes except that settlement upon conversion of the New Securities will be paid in cash up to the principal amount of the converted New Securities with any excess of the conversion value settled in shares of the Company's stock. An amount equal to $156 of the Old Notes, or 97 percent of the outstanding issue, was tendered in exchange for an equal amount of the New Securities. As described in Note 2 - Earnings Per Share, on June 17, 2005, the conversion right was triggered for conversion of the Company's Old Notes and New Securities at the option of the holder beginning July 1, 2005. In the event a holder elects to co nvert its note, the Company expects to fund a cash settlement of any such conversion from borrowings under its syndicated revolving credit agreement.
     At June 25, 2005, the Company had a $250 syndicated revolving credit facility expiring in January 2008. On July 26, 2005, in order to provide increased financial flexibility, the Company replaced this $250 agreement with a five-year, $400 syndicated revolving credit agreement. The terms of this new revolving credit facility are favorable to the terms of the former facility including the fact that the Company will have the option to increase the limit to $550 at any time during the five-year term. The new facility includes covenants similar in nature to covenants contained in the former facility, that require the Company to maintain certain EBITDA to interest and debt ratios. In the event of violation of the covenants, the facility would not be available for borrowing until the covenant provisions were waived, amended or satisfied. Under the former facility, there were no covenant violations during the quarter ended June 25, 2005, or year ended December 25, 2004, and the Company does not anticipate that a violation of the covenants under the new facility is likely to occur. The interest rate under the agreement is based on the Company's credit rating and, at the Company's option, LIBOR or the base rate of one of the lending banks. There were no outstanding borrowings under the syndicated revolving credit agreements as of June 25, 2005 or December 25, 2004. In addition, a number of subsidiary companies outside the U.S. have credit facilities to meet their liquidity requirements. There were no outstanding borrowings under these non-U.S. credit facilities as of June 25, 2005 or December 25, 2004.
     The Company believes its existing credit facilities, in conjunction with the financing activities mentioned above, provide adequate liquidity to meet obligations, fund capital expenditures and invest in potential growth opportunities.

Working Capital Working capital was $601 and $594 at the end of the second quarter of 2005 and 2004, respectively. At year-end 2004, working capital was $548. The current ratio was 1.7 at the end of June 2005, June 2004 and December 2004.

Other Financial Data
Dividends declared on Common stock were $0.13 per share in the first and second quarters of both 2005 and 2004. The return on average shareholders' equity was 12.6 percent and 12.7 percent for the twelve-month periods ended June 25, 2005 and June 26, 2004, respectively.

Off-balance Sheet Arrangements

The Company has a minority equity interest valued at $0 on its balance sheet that results from a strategic partnering arrangement entered into during 1999 that involves implant technology for treating retinal and other back-of-the-eye diseases. Under the original agreement, the Company remitted payments to the strategic partner for R&D activities and the achievement of certain milestones such as completion of clinical testing, NDA filings and FDA approvals. As described in Note 6 - Related Party Transaction, an anticipated delay of up to three years in U.S. regulatory filings for the Retisert drug delivery product for the diabetic macular edema indication was announced in May 2003. The Company indicated that this delay resulted in a reevaluation of its role in the ongoing development and approval process, and it had decided to conduct and supervise directly the day-to-day development and clinical activities. During the fourth quarter of 2003, the Company renegotiated its arrangement to formalize this change.
     The Company also has an equity investment of $0.2 as of June 25, 2005 and December 25, 2004 recorded as an other long-term asset, in connection with a licensing agreement signed during 2002 to develop treatments for ocular infections. During the quarter ended June 28, 2003, the Company recorded an other-than-temporary impairment charge of $1.8 based on negative earnings and cash flow trends of the licensor, and inconclusive efforts by the licensor to secure interim financing. The licensing agreement and $4.0 of preferred stock were canceled in December 2003 in conjunction with the Company's decision to invest in and internally develop this ocular infection technology. As such, the Company is no longer required to remit payments to the licensor originally due upon the achievement of certain milestones.
     As a result of the renegotiation and license cancellation described above, future payments for R&D activities and milestone achievements over the next five years are estimated to be immaterial.
     The Company has obligations under certain guarantees, letters of credit, indemnifications and other contracts that contingently require the Company to make payments to guaranteed parties upon the occurrence of specified events. The Company believes the likelihood is remote that material payments will be required under these contingencies, and that they do not pose potential risk to the Company's future liquidity, capital resources and results of operations. See Note 8 - Commitments and Contingencies for further descriptions and discussions regarding the Company's obligations.

Outlook

The Company has refined its 2005 full-year constant-currency revenue growth projection to seven percent, at the upper end of its previous guidance of growth between six and seven percent. This revenue projection excludes the impact from the Company's pending acquisition of CTF (see Note 12 - Subsequent Event for further discussion of the pending acquisition). Based on the current foreign exchange environment, currency is expected to be essentially neutral to actual-dollar full-year sales growth.
     The Company continues to expect gross margins to improve as a percent of sales in 2005, as higher margin products are introduced and manufacturing efficiencies due to cost savings continue to be realized through profitability improvement initiatives. While selling, administrative and general expense is projected to increase, it should continue to decline as a percentage of sales. R&D expenses are anticipated to grow at a faster rate than sales throughout 2005.
     The Company has increased its full-year earnings per share expectation by $0.05 to $3.50 for the year. The increase would be mainly realized in the fourth quarter, since continued spending for new products as well as higher R&D expenses are expected to moderate earnings in the third quarter.
     The preceding expense projections exclude the impact from three events expected to occur in the second half of the year. The projections do not consider customary purchase accounting adjustments including inventory step-up and in-process R&D charges, which are expected to be recorded upon the closing of the acquisition of CTF. Although the amount of the adjustments cannot be estimated at this time, the adjustments are anticipated to reduce earnings in the second half of the year. The projections also do not reflect one-time higher income tax expense expected to be recorded as a result of repatriating offshore funds under the American Jobs Creation Act of 2004 (the "Act"), which is discussed below. Finally, guidance excludes an approximately $0.04 per share reduction in earnings from the divestiture of the Company's Woehlk subsidiary, which was sold to a local management group in July. Acquired in 2000, Woehlk manufactures and distributes vision care products primar ily in Germany. Although the business expanded the Company's presence in Germany, it accounted for less than one percent of consolidated sales and did not meet the Company's strategic or financial objectives.
     The Company continues to project full-year cash flow from operating activities of approximately $270 and capital expenditures of approximately $120, reflecting anticipated additions to silicone hydrogel manufacturing capacity and the start of construction on its new R&D facility.     The Company expects to repatriate approximately $805 in foreign earnings previously considered permanently reinvested in non-U.S. legal entities in the fourth quarter. The funds are in addition to the Company's ongoing repatriation initiatives.
     The effective tax rate on the repatriated funds is projected to be approximately four percent, which would result in the recording of incremental tax expense of approximately $34 (or approximately $0.61 per share) in the third quarter.
     In connection with the repatriation of funds, the Company anticipates it will borrow between $425 and $450 outside the U.S. in the third and fourth quarters. Debt service on these borrowings is expected to be accomplished through future foreign earnings.
     Based on expected debt activity over the remainder of the year, the Company anticipates ending the year with a cash balance of approximately $650, a debt balance of between $970 and $995 and a debt to capital ratio of just under 40 percent.

Information Concerning Forward-Looking Statements Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. When used in this discussion, the words "anticipate", "appears", "foresee", "should", "expect", "estimate", "project", "will", "are likely" and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report under the heading Outlook and elsewhere are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve predictions of future Company performance, and are thus dependent on a number of factors, which may affect the Company's performance. In many cases, specific factors that may impact performance materially have been identified in connection with specific forward-looking stat ements. Additional risks and uncertainties include, without limitation, general global and local economic, political and sociological conditions including, without limitation, periods of localized disease outbreak and the effect on economic, commercial, social and political systems caused by natural disasters (such as, without limitation, earthquakes, hurricanes/typhoons, tornadoes and tsunamis), changes in such conditions, the impact of competition, seasonality and general economic conditions in the global lens and lens care, ophthalmic cataract and refractive and pharmaceutical markets where the Company's businesses compete, effects of war or terrorism, changing currency exchange rates, the general political climate existing between and within countries throughout the world, events affecting the ability of the Company to timely deliver its products to customers, including those which affect the Company's carriers' ability to perform delivery services, changing trends in practitioner and consumer preference s and tastes, changes in technology, medical developments relating to the use of the Company's products, routine and material legal proceedings initiated by or against the Company, including those related to patents and other intellectual property in the U.S. and throughout the world, the impact of Company performance on its financing costs, enactment of new legislation or regulations or changes in application or interpretation of existing legislation or regulations that affect the Company, changes in government regulation of the Company's products and operations, changes in governmental laws and regulations relating to the import and export of products, government pricing changes and initiatives with respect to healthcare products in the U.S. and throughout the world, changes in private and regulatory schemes providing for the reimbursement of patient medical expenses, changes in the Company's credit ratings or the cost of access to sources of liquidity, the Company's ability to maintain positive relationsh ips with third-party financing resources, the financial well-being and commercial success of key customers, development partners and suppliers, changes in the availability of and other aspects surrounding the supply of raw materials used in the manufacture of the Company's products, changes in tax rates or policies or in rates of inflation, changes in accounting principles and the application of such principles to the Company, the performance by third parties upon whom the Company relies for the provision of goods or services, the ability of the Company to successfully execute marketing strategies, the ability of the Company to secure and maintain intellectual property protections, including patent rights, with respect to key technologies in the U.S. and throughout the world, the ability of the Company to secure and maintain copyright protections relative to its customer-valued names, trademarks, trade names and other designations in the U.S. and throughout the world, difficulties or delays in the developmen t, laboratory and clinical testing, regulatory approval, manufacturing, release or marketing of products, the successful completion and integration of acquisitions by the Company, the successful relocation of certain manufacturing processes, the continued successful implementation of efforts in managing and reducing costs and expenses, the continued successful execution of the Company's profitability improvement plans, the Company's ability to successfully repatriate monies under the American Jobs Creation Act of 2004, the Company's success in the process of management testing, including the evaluation of results, and auditor attestation of internal controls, as required under the Sarbanes-Oxley Act of 2002, the Company's success in introducing and implementing its enterprise-wide information technology initiatives, including the corresponding impact on internal controls and reporting, the effect of changes within the Company's organization, including the selection and development of the Company's management team and such other factors as are described in greater detail in the Company's filings with the Securities and Exchange Commission, including, without limitation, the Company's Form 10-K for the period ended December 25, 2004, Form 10-Q for the quarter ended March 26, 2005 and the Current Report on Form 8-K dated June 14, 2002.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

At June 25, 2005, the Company's floating rate assets exceeded its floating rate liabilities. A sensitivity analysis to measure the potential impact that a change in interest rates would have on the Company's net income indicates that a one percentage point decrease in interest rates, which represents a greater than 10 percent change, would increase the Company's net financing expense by approximately $3 on an annualized basis.
     A sensitivity analysis to measure the potential impact that a change in foreign currency exchange rates would have on the Company's net income indicates that, if the U.S. dollar strengthened against all foreign currencies by 10 percent the Company would realize net losses of approximately $12 on foreign currency forward contracts outstanding at June 25, 2005. Such net losses would be substantially offset by net gains from the revaluation or settlement of the underlying positions hedged.

Item 4.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's Chairman and Chief Executive Officer along with the Company's Senior Vice President and Chief Financial Officer, of the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on such evaluation, the Company's Chairman and Chief Executive Officer and the Company's Senior Vice President and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting information, and timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's per iodic filings with the Securities and Exchange Commission.

Changes in Internal Controls During the most recently completed fiscal quarter, a third party began providing certain finance and accounting services for several subsidiaries in Europe which had formerly been performed by the Company's shared services center in the United Kingdom. In addition, the Company introduced new fixed asset and general ledger systems for its subsidiary, Bausch & Lomb Scotland Limited. Other than the foregoing, there were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. The Company is continuing to implement the global enterprise reporting system, and in that process, expects that there will be future material changes in internal controls as a result of this implementation.

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
	Not applicable.
Item 2. (a) (b)	Unregistered Sales of Equity Securities and Use of Proceeds Not applicable. Not applicable.
(c)	Period		Total Number of Shares Purchased 1		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program 2, 3		Maximum Number of Shares that May Yet Be Purchased Under the Program 2
	March 27, 2005 - April 23, 2005		-		-	-		449,838
	April 24, 2005 - May 21, 2005		8,902		$75.00	-		449,838
	May 22, 2005 - June 25, 2005		239,635		$77.30	230,000		219,838
	Total		248,537		$77.22	230,000		219,838
	1     Shares purchased during the quarter include purchases pursuant to a publicly announced repurchase program (see footnote 2 below), stock compensation plans and deferred compensation plans. 2     On January 27, 2004, the Board of Directors authorized a program to repurchase up to two million shares of the Company's outstanding Common stock. During the second quarter ended June 25, 2005, 230,000 shares were repurchased at an average price of $77.32. There is no expiration date for this program. 3     On July 26, 2005, the Board of Directors approved the purchase of up to an additional two million shares of the Company's outstanding Common stock. There is no expiration date for this program.
Item 4.	Submission of Matters to a Vote of Security Holders
	The 2005 annual meeting of shareholders was held on April 26, 2005. The following matters were voted upon and received the votes set forth below:
	1.	The individuals named below were elected to one-year term as directors.
		VOTES CAST
		DIRECTOR		FOR			WITHHELD
		Paul A. Friedman Jonathan S. Linen William H. Waltrip		47,645,624 47,514,938 32,527,198			444,260      574,946 15,562,686
		Directors continuing in office are Alan M. Bennett, Domenico De Sole, Ruth R. McMullin, Linda Johnson Rice, Barry W. Wilson, Kenneth L. Wolfe and Ronald L. Zarrella.
	2.	The election of PricewaterhouseCoopers, LLP as independent accountants for 2005 was ratified, with 46,389,744 shares voting for, 1,394,124 shares voting against, and 306,016 shares abstaining.
	3a.	The proposal to amend the Company's Certificate of Incorporation and By-Laws to declassify the Board of Directors and to authorize annual election of all members of the Board of Directors was passed with 46,572,490 shares voting for, 1,157,667 shares voting against and 359,727 shares abstaining.
	3b.	The proposal to amend the Company's Certificate of Incorporation and By-Laws to remove the supermajority voting requirement for setting the number of directors and to amend the Company's By-Laws to permit the number of directors to be determined from time to time by majority vote of the shareholders voting at a meeting or a majority vote of the entire Board of Directors was passed with 47,536,886 shares voting for, 190,192 shares voting against and 362,806 shares abstaining.
	3c.	The proposal to amend the Company's Certificate of Incorporation to remove provisions regarding newly created directorships and filling of vacancies on the Board of Directors 47,053,956 shares voted for, 676,590 shares voting against and 359,338 shares abstaining.
	3d.	The proposal to amend the Company's Certificate of Incorporation and By-Laws to remove the supermajority voting requirement for removal of a director for cause and to amend the Company's By-Laws to permit removal of a director for cause by a vote of the majority of shareholders at a meeting 47,687,705 shares voting for, 101,856 shares voting against and 300,323 shares abstaining.
	3e.	The proposal to amend the Company's Certificate of Incorporation to remove the supermajority voting requirement for approving amendments to certain sections of the Company's Certificate of Incorporation regarding the election of directors, setting the number of directors, filling vacancies on the Board of Directors and removing directors 47,448,591 shares voting for, 263,087 shares voting against and 378,206 shares abstaining.
Item 5.	Other Information
	On July 26, 2005 the Company entered into a five-year $400 million unsecured bank credit facility with a syndicate of banks, the joint lead arrangers of which are Citigroup Global Markets, Inc. and KeyBank Capital Markets, the syndication agent of which is KeyBank National Association and the administrative agent of which is Citibank, N.A. (the "Credit Agreement"). The Credit Agreement permits the Company to receive advances and obtain letters of credit under a revolving credit commitment. Borrowings made under the Credit Agreement will be subject to a Eurodollar rate or base rate, at the election of the Company. This Credit Agreement replaces the Company's $250 million Five-Year Credit Agreement, dated January 23, 2003 which was terminated by providing notice of termination to the administrative agent, Citibank.      The foregoing description of the 2005 Credit Agreement is a summary and is qualified in its entirety by reference to the actual terms of the Credit Agreement which appear in a copy of the Credit Agreement attached to this report as Exhibit (10)-b and are incorporated herein by reference.      On August 1, 2005, the Company expects to borrow $50 million under the Credit Agreement at an annual interest rate of approximately 4.2 percent for a period of approximately three months.
Item 6.	Exhibits
	Item 601 Exhibits.
	Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.

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.
	BAUSCH & LOMB INCORPORATED
Date: July 28, 2005	By:  /s/ Ronald L. Zarrella
	Ronald L. Zarrella Chairman and Chief Executive Officer
Date: July 28, 2005	By:  /s/ Stephen C. McCluski
	Stephen C. McCluski Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

S-K Item 601 No.	Document
(3)-a	Certificate of Incorporation of Bausch & Lomb Incorporated (filed as Exhibit (3)-a to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1985, File No. 1-4105, and incorporated herein by reference).
(3)-b	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-b to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4105, and incorporated herein by reference).
(3)-c	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-c to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1992, File No. 1-4105, and incorporated herein by reference).
(3)-d	Certificate of Amendment of Bausch & Lomb Incorporated (furnished herewith).
(3)-e	Amended and Restated By-Laws of Bausch & Lomb Incorporated, effective April 26, 2005 (furnished herewith).
(4)-a	See Exhibit (3)-a.
(4)-b	See Exhibit (3)-b.
(4)-c	See Exhibit (3)-c.
(4)-d	See Exhibit (3)-d.
(4)-e	Form of Indenture, dated as of September 1, 1991, between the Company and Citibank, N.A., as Trustee, with respect to the Company's Medium-Term Notes (filed as Exhibit (4)-a to the Company's Registration Statement on Form S-3, File No. 33-42858, and incorporated herein by reference).
(4)-f	Supplemental Indenture No. 1, dated May 13, 1998, between the Company and Citibank, N.A. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
(4)-g	Supplemental Indenture No. 2, dated as of July 29, 1998, between the Company and Citibank, N.A. (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
(4)-h	Supplemental Indenture No. 3, dated November 21, 2002, between the Company and Citibank, N.A. (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K, dated November 18, 2002, File No. 1-4105, and incorporated herein by reference).
(4)-i	Supplemental Indenture No. 4, dated August 1, 2003, between the Company and Citibank, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 6, 2003, File No. 1-4105, and incorporated herein by reference).
(4)-j	Fifth Supplemental Indenture, dated August 4, 2003, between the Company and Citibank, N.A. (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K, filed August 6, 2003, File No. 1-4105, and incorporated herein by reference).
(4)-k	Sixth Supplemental Indenture, dated December 20, 2004 between the Company and Citibank, N.A. (filed as Exhibit (4)-j to the Company's Form 10-K, for the fiscal year ended December 25, 2004, File No. 1-4105, and incorporated herein by reference).
(10)-a	Bausch & Lomb Incorporated Annual Incentive Compensation Plan, as amended on January 25, 2005 (filed as Exhibit (10)-s to the Company's Form 10-K, for the fiscal year ended December 25, 2004, File No. 1-4105, and incorporated herein by reference).
(10)-b	Credit Agreement by and among Bausch & Lomb Incorporated, certain banks, financial institutions and other institutional lenders and issuers of letter of credit, Citigroup Global Markets Inc., Keybank National Association and Citibank, N.A., dated July 26, 2005 (filed herewith).
(31)-a	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(31)-b	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32)-a	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (furnished herewith).
(32)-b	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (furnished herewith).

EX-3.D

Exhibit (3)-d

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BAUSCH & LOMB INCORPORATED

Under Section 805 of the Business Corporation Law

The undersigned, being the Senior Vice President of Bausch & Lomb Incorporated, does hereby certify as follows:
	1.     The name of the corporation is Bausch & Lomb Incorporated (the "Corporation").      2.     The Certificate of Incorporation was filed by the New York Secretary of State on March 20, 1908, under the name Bausch & Lomb Optical Company. Restated Certificates of Incorporation of the Corporation were filed with the New York Department of State on April 22, 1976 and on September 13, 1985.      3.     The Certificate of Incorporation is amended to (i) revise Paragraph 5(A) regarding the terms of directors and to provide that all directors will be elected annually, and (ii) delete Paragraphs 5(B), 5(C) and 5(D) in their entirety.
		(a)     Paragraph 5(A) is hereby amended in its entirety to read as follows: "5. (A)     Subject to the provisions of this Certificate relating to the rights of the holders of any class or series of stock having a preference over the Common Stock or Class B Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the Corporation shall be not less than three nor more than twenty-five persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be determined from time to time upon the vote of a majority of the shareholders voting at a meeting or a majority of the entire Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Each director, other than those who may be elected by the holders of any class or series of stoc k having a preference over the Common stock or Class B stock as to dividends or upon liquidation, shall be elected for a term expiring at the annual meeting of shareholders immediately following their election, or when their successor is elected and qualified. The foregoing sentence shall not, however, have the effect of limiting the elected term of any director in office prior to the 2005 annual meeting of shareholders." (b)     To delete the following Paragraphs in their entirety: -     Paragraph "5(B)" regarding filling newly created directorships and vacancies; - -     Paragraph "5(C)" regarding the supermajority shareholder vote required for removal of directors for cause; and - -     Paragraph "5(D)" regarding the supermajority shareholder vote required to amend, repeal or adopt Paragraph 5 of the Corporation's Restated Certificate of Incorporation or Sections 1(a) and 3 or Article II of the By-Laws of the Corporation.
	4.     This Certificate of Amendment of the Certificate of Incorporation was authorized by a majority of the Board of Directors at a meeting duly held on February 22, 2005, followed by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of the shareholders of the Corporation duly called and held on April 26, 2005.

- 2 -

IN WITNESS WHEREOF, this Certificate has been subscribed this 26th day of April, 2005 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.
	/s/ Robert B. Stiles                                    Robert B. Stiles, Senior Vice, President

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BAUSCH & LOMB INCORPORATED

Under Section 805 of the Business Corporation Law

Filed by:

Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, New York 14603-1051

EX-3.E

Exhibit 3-e

AMENDED AND RESTATED BY-LAWS
BAUSCH & LOMB INCORPORATED

ARTICLE I
MEETING OF SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS. A meeting of shareholders entitled to vote shall be held annually for the election of directors and the transaction of other business on such date (except a Sunday or holiday) and at such time during regular business hours as shall be fixed by the Board of Directors.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by the Board of Directors.

SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of New York, as may be fixed by the Board of Directors.

SECTION 4. NOTICE OF MEETINGS.

(a) Notice of each meeting of shareholders shall be in writing and shall state the place, date and hour of the meeting. Notice of a Special Meeting shall state the purpose or purposes for which it is being called and shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders, fulfilling the requirements of Section 623 of the Business Corporation law, to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and be accompanied by a copy of such section and an outline of the material terms.

(b) A copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at the address for such shareholder as it appears on the record of shareholders, or, if the shareholder shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.

(c) Any previously scheduled meeting of the shareholders may be postponed, and (unless the Corporation's Certificate of Incorporation otherwise provides or if not permitted by law) any special meeting of the shareholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of shareholders.

SECTION 5. WAIVER OF NOTICE. Notice of meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by that shareholder.

SECTION 6. QUORUM AND ADJOURNED MEETINGS.

(a) At any Annual or Special Meeting the holders of a majority of the shares of stock entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of stock of such class or series shall constitute a quorum for the transaction of such specified item of business except that if the holders of 4% Cumulative Preferred Stock should be entitled to elect Directors as provided in Article 7(B) of the Company's Certificate of Incorporation, a quorum shall, insofar as the election of such Directors is concerned but not otherwise, be such number of shares of 4% Cumulative Preferred Stock as shall be represented in person or by proxy. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(b) Despite the absence of a quorum, the Chairman of the meeting or a majority of the shares held by shareholders present at such meeting may adjourn the meeting to another time and place, and it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If, after the adjournment, however, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date entitled to notice under Section 4 of this Article I of the By-Laws.

SECTION 7. ORGANIZATION. At every meeting of shareholders, the Chairman of the Board of Directors or the president, or in the absence of both of them, a Vice President appointed by the Board, shall act as chairman of the meeting. The Secretary, or in the Secretary's absence a person selected by the Chairman of the meeting, shall act as secretary of the meeting.

SECTION 8. VOTING.

(a) Whenever any corporate action, other than the election of Directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
(b) The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote.
(c) Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of shareholders by holders of shares entitled to vote in the election; provided, however, that a nomination shall be accepted, and votes cast for a nominee shall be counted by the inspectors of election, only if the person is nominated in accordance with the procedures set forth in Subsection 8(d).
(d)	(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (A) pursuant to the Corporation's notice of meeting,(B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this By-Law.
	(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (C) of paragraph (d)(l) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must be a proper matter for shareholder action. To be timely, a shareholder' notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (A) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or as otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner.
	(3) Notwithstanding anything in the second sentence of paragraph (d)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.
(e) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the shareholder's notice required by paragraph (d)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above.
(f)	(1) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate of Incorporation or the By-Laws of the Corporation, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded.
	(2) For purposes of this By-Law, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
	(3) Notwithstanding the foregoing provisions or this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of (A) Shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series of Preferred Stock to elect directors under specified circumstances.

SECTION 9. QUALIFICATION OF VOTERS.

(a) Every shareholder of record of Common Stock or Class B Stock of the Corporation shall be entitled at every meeting of such shareholders to one vote for every share of Common Stock and one vote for every share of Class B Stock standing in his or her name on the record of shareholders on a day and hour fixed by the Board of Directors, which day shall not be more than sixty nor less than ten days before the date of such meeting.

(b) Shares of stock belonging to the Corporation and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

(c) Shares held by an administrator, executor, guardian, conservator, committee, or other fiduciary, except a trustee, may be voted by such person, either in person or by proxy, without transfer of such shares into his or her name. Shares held by a trustee may be voted by the trustee, either in person or by proxy, only after the shares have been transferred into his or her name as trustee or into the name of his or her nominee.

(d) Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the By-Laws of such corporation may provide, or in the absence of such provision, as the Board of Directors of such corporation may provide.

SECTION 10. PROXIES.

(a) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Any such proxy shall be delivered to the Secretary or to the inspectors of election, if any, at or prior to the meeting.
(b) No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.
(c) The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary.
(d) Without limiting the manner in which a shareholder may authorize another person or persons to act for him or her as proxy pursuant to Section 10(a) hereof, a shareholder may:
	i. execute a writing authorizing another person or persons to act as proxy, such execution being accomplished by the shareholder or shareholder's authorized representative signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile; or
	ii. authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can reasonably be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors, or, if there are no inspectors, such other persons making that determination, shall specify the nature of the information upon which they relied.
(e) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to paragraph 10(d) hereof may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile or telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

SECTION 11. INSPECTORS OF ELECTION.

(a) The Board of Directors, the Chairman of the Board or the President, in advance of any shareholders' meeting, shall appoint one or more inspectors to act at the meeting or any adjournment thereof. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors, the Chairman of the Board or the President in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability.

(b) The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. The inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

SECTION 12. LIST OF SHAREHOLDERS. A list of shareholders as of the record date, certified by the Secretary or by the transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE II
DIRECTORS

SECTION 1. NUMBER, TERM OF OFFICE AND CLASSIFICATION. Subject to the provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock or Class B Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the Corporation shall be not less than three nor more than twenty-five persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be determined from time to time upon the vote of a majority of the shareholders voting at a meeting or a majority of the entire Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Each director, other than those who may be elected by the holders of any class or series of stock having a preference over the Common stock or Class B stock as to divi dends or upon liquidation, shall be elected for a term expiring at the annual meeting of shareholders immediately following their election, or when their successor is elected and qualified. The foregoing sentence shall not, however, have the effect of limiting the elected term of any director in office prior to the 2005 annual meeting of shareholders.

SECTION 2. RESIGNATIONS. Any Director may resign at any time pursuant to written notice given to the Chairman of the Board.

SECTION 3. VACANCIES; REMOVAL.

(a) Except as otherwise provided for or fixed by or pursuant to the provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock or Class B Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next annual meeting of shareholders and until such director's successor shall have been elected and qualified.

(b) A director may be removed from office for cause upon the vote of a majority of the shareholders voting at a meeting or a majority of the entire Board of Directors.

SECTION 4. FIRST MEETING. As soon as practical after each annual election of Directors, the Board of Directors shall meet for the purpose of organization and the transaction of other business. Notice of such meeting need not be given. Such first meeting may be held at any other time which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such times as may be fixed from time to time by the Board of Directors without notice.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or the President, or by any three Directors. Notice of a special meeting shall state the date, place and hour of such meeting and shall be deemed sufficient if given orally, delivered in writing or sent by telegraph or telefacsimile or electronic mail transmission, in each case, not less than 12 hours before the meeting, or if mailed not less than 24 hours before the meeting.

SECTION 7. PLACE OF MEETING. Meetings of the Board of Directors shall be held at such place or places within or without the State of New York as the Board of Directors from time to time may by resolution determine.

SECTION 8. WAIVERS OF NOTICE. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice.

SECTION 9. QUORUM AND MANNER OF ACTING.

(a) One-third of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. The vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

(b) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place without notice to any Director.

SECTION 10. ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board, or, in the Chairman's absence, the President, or, in the absence of both of them, a chairman chosen by a majority of the directors present shall preside. The Secretary shall act as secretary of the Board of Directors. In the event the Secretary shall be absent from any meeting of the Board of Directors, the meeting shall select its secretary.

SECTION 11. COMPENSATION. The Board of Directors shall have authority to fix the compensation of Directors for services in any capacity.

SECTION 12. INTERESTED DIRECTORS.

(a) No contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors are Directors or Officers, or are financially interested, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors are present at the meeting of the Board of Directors, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purpose, provided the party or parties thereto shall have established affirmatively that the contract or transaction was fair and reasonable as to the Corporation at the time such contract or transaction was approved by the Board, a committee, or the shareholders.

(b) Any such contract or transaction may be approved as fair and reasonable if: (1) the fact of common directorship, officership or financial interest is disclosed or known to the Board or committee and the Board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Director or Directors (although common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Committee which approves such contract or transaction), or (2) such common directorship, officership or financial interest is disclosed or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of the shareholders.

SECTION 13. LOANS TO DIRECTORS. A loan shall not be made by the Corporation to any Director unless it is authorized by vote of the shareholders. For this purpose, the shares of the Director who would be the borrower shall not be shares entitled to vote or be included in determining a quorum.

SECTION 14. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

SECTION 15. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III
COMMIITEES

SECTION 1. EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of the Chairman of the Board, the President and not less than three other Directors elected by a majority of the entire Board of Directors who shall serve at the pleasure of the Board. The Board of Directors shall elect one of the members of the Executive Committee to be Chairman of the Executive Committee, and may designate one or more other Directors as alternate members of the Committee who may be designated by the Chairman of the Executive Committee or, in such Chairman's absence, by the Chairman of the Board to replace any absent member or members at any meeting of the Committee. The Executive Committee shall have all the authority of the Board, except it shall have no authority as to the following matters:

(1) The submission to shareholders of any action that needs shareholders' authorization;

(2) The filling of vacancies in the Board or in any committee;

(3) The fixing of compensation of the Directors for serving on the Board or on any committee;

(4) The amendment or repeal of the By-laws, or the adoption of new By-laws; and

(5) The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.

SECTION 2. ADDITIONAL COMMITTEES. The Board of Directors by resolution adopted by a majority of the entire Board may designate from among its members additional committees, each of which shall consist of one or more Directors and shall have such authority as provided in the resolution designating the committee, except that such authority shall not exceed the authority of the Executive Committee. The Board may designate a member of any committee to be chairman of the committee and may designate one or more other Directors as alternate members of the committee who may be designated by the chairman of the committee or, in his absence, by the Chairman of the Board to replace any absent member or members at any meeting of the committee. Each committee shall serve at the pleasure of the Board.

SECTION 3. RULES OF PROCEDURE. The Executive Committee and, except to the extent determined by the Board of Directors, each other committee shall fix its own rules of procedure. Regular meetings of each committee shall be held at such times as may be fixed from time to time by the Board or the committee. Special meetings shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or the chairman of the committee. No notice need be given of regular meetings. Notice of special meetings shall comply with Article II, Section 6, of the By-laws. At all meetings of the Executive Committee three (3) members shall constitute a quorum for the transaction of business and at all meetings of other committees a majority of the members of the committee shall constitute a quorum. The vote of a majority of the members of a committee present at the time of the vote, if a quorum is present at such time, shall be the act of the committee. (See also Article II, Sections 14 and 15.)

ARTICLE IV
OFFICERS

SECTION 1. OFFICERS ENUMERATED. The offices of the Corporation to which officers may be elected shall include a Chairman of the Board of Directors, a President, one or more Vice Presidents, a Secretary, a Treasurer, and a Controller. Any two or more offices may be held by the same person.

SECTION 2. TERM OF OFFICE. Those officers whose titles are specifically mentioned in Section 1 of this Article IV shall be elected at the first meeting of the Board of Directors. Unless a shorter term is provided in the resolution of the Board electing such officer, the term of office of such officer shall extend to and expire at the meeting of the Board following the next Annual Meeting.

SECTION 3. OTHER OFFICERS. The Board of Directors may elect such other officers, agents or employees as it shall deem necessary, who shall hold their offices for such terms and have such powers and perform such duties as shall be prescribed from time to time by the Board.

SECTION 4. REMOVAL OF OFFICERS; RESIGNATION. Any officer may be removed by the Board of Directors, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his or her contract rights, if any, but election as an officer shall not of itself create contract rights. Any officer may resign from his or her position, effective pursuant to written notice to the Secretary. Vacancies created by the removal or resignation of an officer may, but need not, be filled as determined by the Board of Directors.

SECTION 5. CHAIRMAN OF THE BOARD. The Chairman shall preside over all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as are properly required by the Board of Directors.

SECTION 6. PRESIDENT. The President shall perform such duties as are properly required by the Board of Directors or, if the President is not Chief Executive Officer, by the Chief Executive Officer. The President, in the event of the death, resignation, removal, disability or absence of the Chairman, shall possess the powers and perform the duties of the Chairman.

SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be either the Chairman of the Board or the President, as the Board of Directors shall from time to time determine, and shall, subject to the control of the Board of Directors, have the general powers and duties of supervision and management of the Corporation which usually pertain to the office of chief executive officer, and shall perform such other duties as are properly required by the Board of Directors. The duties of the Chief Executive Officer shall in the event of his or her absence or disability be performed by such other officer as the Chief Executive Officer or the Board of Directors shall designate.

SECTION 8. VICE PRESIDENT. The Vice President or, if there be more than one, the Vice Presidents shall generally assist the Chief Executive Officer and the President and perform such duties and exercise such powers as may be assigned and delegated to them by the Chief Executive Officer or the President.

SECTION 9. SECRETARY. The Secretary shall act as secretary of all meetings of the Board of Directors and of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give or cause to be given all notices required to be given by the Corporation. The Secretary shall prepare or cause to be prepared for use at meetings of shareholders the list of shareholders as of the record date required by Article I, Section 12 of these By-Laws and shall certify or cause the transfer agent to certify such list. The Secretary shall keep a current list of the Directors and officers of the Corporation and shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed to all agreements, documents and other papers requiring the seal. The Secretary shall also have custody of the certificate books and shareholder records and such other books and records as the Board may direct and shall perform all ot her duties incident to such office or which the Board may from time to time assign.

SECTION 10. TREASURER. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall perform all other duties incident to the office of Treasurer which the Board may from time to time assign.

SECTION 11. SALARIES. The salaries of the Chairman of the Board and the President of the Company shall be fixed by the Board, and the salaries of all other officers elected by the Board of Directors shall be fixed by the Board or a Committee thereof designated by the Board to do so.

ARTICLE V
CAPITAL STOCK

SECTION 1. SHARE CERTIFICATES. Shares of the Corporation shall be represented by Certificates or shall be uncertificated as shall be approved by the Board of Directors. Certificates representing shares shall be signed by one or more of the Chairman of the Board, the President or any Vice President and by the Secretary or the Treasurer. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

SECTION 2. TRANSFER AND TRANSFER AGENTS. Upon surrender to the Corporation or to any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or such transfer agent to issue a new certificate to the person entitled thereto, to cancel the old certificate and to record the transaction upon its books. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient, not inconsistent with this section of the By-laws, concerning the issue, registration and transfer of certificates of stock, and may appoint transfer agents and registrars thereof.

SECTION 3. REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or legal claim to or interest in such share or shares on the part of any other person.

SECTION 4. RECORD DATE:

(a) For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than sixty nor less than ten days before the date of any such meeting, nor more than sixty days prior to any other action.

(b) In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the purpose of any other action affecting the interests of shareholders, notwithstanding any registration of transfer of shares on the books of the Corporation after any such record date so fixed.

SECTION 5. LOST, MUTILATED OR DESTROYED CERTIFICATES. The Board of Directors may direct a new certificate for shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, mutilated or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, mutilated or destroyed. When authorizing such issue of a new certificate, the Board may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost, mutilated or destroyed certificate, or such person's legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VI
GENERAL PROVISIONS

SECTION 1. DIVIDENDS. Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of the Corporation.

SECTION 2. RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for the payment of dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interests of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

SECTION 3. DEPOSITS. All monies and other valuable effects shall be deposited in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

SECTION 4. OBLIGATIONS. All checks, notes, drafts or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by an officer or officers or other person or persons, and in the manner (whether manually or by facsimile), designated by the Board or an officer authorized by the Board to make such designation.

SECTION 5. AUTHORIZED SIGNATURES. All deeds, bonds, mortgages, contracts, and other instruments requiring a seal, and all endorsements, assignments, transfers, stock powers, bond powers or other instruments of transfer of securities standing in the name of the Corporation, and all proxies to vote upon or consents with respect to shares of stock of other companies standing in the name of the Corporation may be signed or executed by the Chief Executive Officer or by the President or by any other officer authorized to sign such instrument by the Chief Executive Officer or by the President or by the Board of Directors.

SECTION 6. SEAL. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors and shall, at least, have inscribed thereon the name of the Corporation and the date of its incorporation. The seal may be used by causing it or a facsimile thereof, to be impressed or affixed or otherwise reproduced.

ARTICLE VII
AMENDMENTS

     Subject to any greater vote that may be required by law or pursuant to the Certificate of Incorporation, these By-Laws may be amended, repealed or altered, in whole or in part, by a majority vote of the shares of stock of the Corporation, represented at any regular meeting of shareholders, or at any special meeting where notice of such amendment is incorporated in the notice calling such special meeting, or by the Board of Directors. No amendment of these By-Laws pertaining to the election of Directors or the procedures for the calling and conduct of a meeting of shareholders shall affect the election of Directors or the procedures for the calling or conduct in respect of any meeting of shareholders unless adequate notice thereof is given to the shareholders in a manner reasonably calculated to provide shareholders with sufficient time to respond thereto prior to such meeting.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 1. RIGHT TO INDEMNIFICATION. To the fullest extent authorized or permitted by law, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation against all expense, liability and loss (including a ttorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and further provided that, except as provided in Section 2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part th ereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 1 shall be a contract right (which shall not be abrogated by any amendment or repeal of this Section 1 with respect to matters arising prior to such amendment or repeal) and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanc ed if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under Section 1 for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment or expense incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 4. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or applicable law.

Enacted June 16, 1964; Amended 11/65, 2/66, 3/67, 4/69, 12/70, 5/71, 6/71, 5/72, 11/74, 9/75, 8/76, 11/77, 2/78, 11/78, 4/79, 12/80, 4/81, 5/81, 11/81, 2/83, 7/84, 4/85, 10/86, 10/98, 4/05.

Note: The following provisions of these by-laws were amended by Resolution of the Board of Directors on October 26, 1998. Article I, Sections 1, 4, 5, 6, 7, 8, 9, 10, 11; Article II, Sections 1, 2, 6, 8, 10, 12, 13; Article III, Sections 1, 2; Article IV, Sections 1, 2, 4, 5, 6, 7, 9, 10; Article V, Sections 1, 4, 5; Article VII; Article VIII, Section 1.

EX-10.B

Exhibit 10-b

FIVE YEAR CREDIT AGREEMENT

Dated as of July 26, 2005

     BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and issuers of letters of credit ("Initial Issuing Banks") listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and KEYBANK CAPITAL MARKETS, as joint lead arrangers and joint bookrunning managers, KEY BANK NATIONAL ASSOCIATION, as syndication agent, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     "Advance" means an advance by a Lender to the Borrower pursuant to Article II, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of Advance).

     "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

     "Agent's Account" means the account of the Agent maintained by the Agent at Citibank with its office at 388 Greenwich Street, New York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications.

     "Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

     "Applicable Margin" means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's/ Fitch	Applicable Margin for Base Rate Advances	Applicable Margin for Eurodollar Rate Advances
Level 1 A/A2/A	0.000%	0.230%
Level 2 Lower than Level 1 but at least A-/A3/A-	0.000%	0.320%
Level 3 Lower than Level 2 but at least BBB+/Baa1/BBB+	0.000%	0.400%
Level 4 Lower than Level 3 but at least BBB/Baa2/BBB	0.000%	0.475%
Level 5 Lower than Level 4 but at least BBB-/Baa3/BBB-	0.000%	0.600%
Level 6 Lower than Level 5 but at least BB+/Ba1/ BB+	0.000%	0.800%
Level 7 Lower than Level 6	0.000%	1.000%

     "Applicable Percentage" means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's/Fitch	Applicable Percentage
Level 1 A/A2/A	0.070%
Level 2 Lower than Level 1 but at least A-/A3/A-	0.080%
Level 3 Lower than Level 2 but at least BBB+/Baa1/BBB+	0.100%
Level 4 Lower than Level 3 but at least BBB/Baa2/BBB	0.125%
Level 5 Lower than Level 4 but at least BBB-/Baa3/BBB-	0.150%
Level 6 Lower than Level 5 but at least BB+/Ba1/ BB+	0.200%
Level 7 Lower than Level 6	0.250%

     "Applicable Utilization Fee" means, as of any date that the aggregate principal amount of the Advances exceeds 50% of the Revolving Credit Commitments, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's/Fitch	Applicable Percentage for Eurodollar Rate Advances
Level 1 A/A2/A	0.050%
Level 2 Lower than Level 1 but at least A-/A3/A-	0.050%
Level 3 Lower than Level 2 but at least BBB+/Baa1/BBB+	0.050%
Level 4 Lower than Level 3 but at least BBB/Baa2/BBB	0.100%
Level 5 Lower than Level 4 but at least BBB-/Baa3/BBB-	0.125%
Level 6 Lower than Level 5 but at least BB+/Ba1/ BB+	0.250%
Level 7 Lower than Level 6	0.250%

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.
"Assuming Lender" has the meaning specified in Section 2.18(d).
"Assumption Agreement" has the meaning specified in Section 2.18(d)(ii).
"Available Amount" of any Letter of Credit means the maximum amount available to be drawn under such Letter of Credit (assuming compliance at such time with all conditions to drawing).
"Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:
	(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate;
	(b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or including (among other liabilities) three-month U.S. dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Citibank in the United States; and
	(c) 1/2 of one percent per annum above the Federal Funds Rate.
"Base Rate Advance" means an Advance that bears interest as provided in Section 2.07(a)(i).
"Borrowing" means a borrowing consisting of Advances of the same Type made on the same day by the Lenders.
"Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.
"Commitment" means a Revolving Credit Commitment or a Letter of Credit Commitment.
"Commitment Date" has the meaning specified in Section 2.18(b).
"Commitment Increase" has the meaning specified in Section 2.18(a).
"Consolidated" refers to the consolidation of accounts in accordance with GAAP.
"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.
"Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of cr edit or similar extensions of credit, (g) all net obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss or (4) otherwis e to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.
"Debt for Borrowed Money" of any Person means all items that, in accordance with GAAP, would be classified as notes payable, long term debt or current portion of long term debt on a Consolidated balance sheet of such Person.
"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
"Disclosed Litigation" has the meaning specified in Section 3.01(b).
"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
"EBITDA" means, for any period, net income (or net loss) plus, to the extent deducted in calculating net income (or net loss) for such period, the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) other non-cash non-recurring charges, (f) extraordinary losses deducted in calculating net income less extraordinary gains added in calculating net income and (g) non-cash charges associated with expensing of stock options, in each case (unless otherwise specified) determined in accordance with GAAP for such period.
"Effective Date" has the meaning specified in Section 3.01.
"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other Person approved by the Agent and the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee; and provided, further, that if an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07, the Agent will have the sole right to approve an Eligible Assignee without obtaining the approval of the Borrower.
"Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.
"Environmental Law" means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.
"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
"ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code.
"ERISA Event" means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a fa cility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.
"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
"Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars is offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.08) by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period.
"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.07(a)(ii).
"Eurodollar Rate Reserve Percentage" for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.
"Events of Default" has the meaning specified in Section 6.01.
"Existing Letters of Credit" has the meaning specified in Section 2.03(a)(ii).
"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.
"Fitch" means Fitch Ratings.
"GAAP" has the meaning specified in Section 1.03.
"Hazardous Materials" means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.
"Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.
"Increase Date" has the meaning specified in Section 2.18(a).
"Increasing Lender" has the meaning specified in Section 2.18(b).
"Interest Period" means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period from the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance until the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months or if available from all Lenders, nine or twelve months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:
	(i) the Borrower may not select any Interest Period that ends after the Termination Date;
	(ii) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;
	(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
	(iv) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
"Issuing Bank" means an Initial Issuing Bank or any Eligible Assignee to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 8.07 so long as such Eligible Assignee expressly agrees in writing to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as the Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.
"L/C Cash Collateral Account" means an interest bearing cash collateral account to be established and maintained by the Agent if an Event of Default has occurred and is continuing, over which the Agent shall have sole dominion and control, upon terms as may be reasonably satisfactory to the Agent.
"L/C Related Documents" has the meaning specified in Section 2.07(b)(i).
"Lenders" means the Initial Lenders, each Issuing Bank, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and each Person that shall become a party hereto pursuant to Section 8.07.
"Letter of Credit Agreement" has the meaning specified in Section 2.03(a).
"Letter of Credit Commitment" means, with respect to the Initial Issuing Bank, the amount set forth opposite the Initial Issuing Bank's name on the signature pages hereto under the caption "Letter of Credit Commitment" or, if the Initial Issuing Bank has entered into one or more Assignment and Acceptances, the amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant to Section 8.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.
"Letter of Credit Facility" means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Banks' Letter of Credit Commitments at such time and (b) $50,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.
"Letters of Credit" has the meaning specified in Section 2.01(b).
"Lien" means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor.
"Material Adverse Change" means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.
"Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note or (c) the ability of the Borrower to perform its obligations under this Agreement or any Note.
"Material Subsidiary" of the Borrower means any Subsidiary of the Borrower having (a) assets (excluding inter-company receivables) with a value of that exceeds 5% of the value of total assets shown on the Consolidated statement of financial condition of the Borrower and its Consolidated Subsidiaries or (b) net sales that exceed 5% of the Consolidated net sales of the Borrower and its Consolidated Subsidiaries, in each case as of the end of the most recently completed fiscal quarter of the Borrower for which audited financial statements are available.
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.
"Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
"Note" means a promissory note of the Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.17 in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.
"Notice of Borrowing" has the meaning specified in Section 2.02.
"Notice of Issuance" has the meaning specified in Section 2.03.
"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001.
"PBGC" means the Pension Benefit Guaranty Corporation (or any successor).
"Permitted Liens" means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or as to which are not being contested by appropriate proceedings with appropriate reserves: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations or bids or tenders or surety, appeal or performance bonds in the ordinary course of business; and (d) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes.
"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.
"Plan" means a Single Employer Plan or a Multiple Employer Plan.
"Pro Rata Share" of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender's Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender's Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Revolving Credit Commitments at such time (or, if the Revolving Credit Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate amount of all Revolving Credit Commitments as in effect immediately prior to such termination).
"Public Debt Rating" means, as of any date, the lowest rating that has been most recently announced by any of S&P, Moody's or Fitch, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower. For purposes of the foregoing, (a) if only one of S&P, Moody's or Fitch shall have in effect a Public Debt Rating, the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee shall be determined by reference to the available rating; (b) if none of S&P, Moody's or Fitch shall have in effect a Public Debt Rating, the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee will be set in accordance with Level 7 under the definition of "Applicable Margin", "Applicable Percentage" or "Applicable Utilization Fee", as the case may be; (c) if the ratings established by S&P, Moody's or Fitch shall fall within three different levels, then the Applicable Mar gin, the Applicable Percentage and the Applicable Utilization Fee shall be determined by reference to the middle level; (d) if the ratings established by S&P, Moody's or Fitch shall fall within different levels and two of the ratings fall in the same level (the "Majority Level"), and the third rating is in a different level, then the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee shall be determined by reference to the Majority Level; (e) if only two of the rating agencies have in effect a Public Debt Rating and such ratings shall fall within different levels, the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee shall be based upon the higher rating unless such ratings differ by two or more levels, in which case the applicable level will be deemed to be one level above the lower of such levels; (f) if any rating established by S&P, Moody's or Fitch shall be changed, such change shall be effective as of the date on which such chang e is first announced publicly by the rating agency making such change; and (g) if S&P, Moody's or Fitch shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P, Moody's or Fitch, as the case may be, shall refer to the then equivalent rating by S&P, Moody's or Fitch, as the case may be.
"Reference Banks" means Citibank and KeyBank National Association.
"Register" has the meaning specified in Section 8.07(c).
"Required Lenders" means at any time Lenders owed a majority in interest of the then aggregate unpaid principal amount of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having a majority in interest of the Revolving Credit Commitments.
"Revolving Credit Commitment" means, with respect to any Lender at any time, the amount set forth opposite such Lender's name on the signature pages hereto under the caption "Revolving Credit Commitment" (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or (c) if Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d) as such Lender's "Revolving Credit Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.18.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.
"SPC" has the meaning specified in Section 8.07(f) hereto.
"Specified Information" has the meaning specified in Section 8.08(b).
"Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries.
"Termination Date" means the earlier of July 26, 2010 and the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01.
"Unused Commitment" means, with respect to each Lender at any time, (a) such Lender's Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender's Pro Rata Share of (A) the aggregate Available Amount of all the Letters of Credit outstanding at such time and (B) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such Lender and outstanding at such time.
"Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

     SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

     SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ("GAAP").

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01. The Advances and Letters of Credit. (a) The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount not to exceed at any time such Lender's then current Unused Commitment. Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender's Revolving Credit Commitment, t he Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

     (b) Letters of Credit. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each, a "Letter of Credit") for the account of the Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) each Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Sec tion 2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

     SECTION 2.02. Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (New York City tim e) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 8.02.

     (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than twelve separate Borrowings.

     (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Such indemnification shall be paid upon presentation to the Borrower of a reasonably detailed statement of such loss, cost or expense certified by an officer of such Lender.

     (d) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.

     (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

     SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt written notice thereof by telecopier. Each such notice of issuance of a Letter of Credit (a "Notice of Issuance") shall be in writing, or made by telecopier, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which, for each Letter of Credit other than an Existing Letter of Credit, shall not be later than the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof f or additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) 10 Business Days prior to the Termination Date), (D) name and address of the beneficiary of such Letter of Credit, (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a "Letter of Credit Agreement") in form reasonably acceptable to the Borrower, (F) the documents to be presented by such beneficiary in case of any drawing thereunder and (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available for the beneficiary or as otherwise agreed with th e Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

     (ii) As of the Effective Date, each of the letters of credit listed on Schedule 2.03 (the "Existing Letters of Credit") shall be deemed to constitute Letters of Credit issued under this Agreement.

     (b) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender's Pro Rata Share of the maximum amount available to be drawn under such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's Pro Rata Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees tha t its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

     (c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which shall be a Base Rate Advance, in the amount of such draft. The Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the Borrower and the Agent. Upon written demand by the Agent, each Lender shall pay to the Agent such Lender's Pro Rata Share of such outstanding Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Advance to be funded by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Pro Rata Share of an outstanding Advance on (i ) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of th e Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

     (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the Agent on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit during the preceding month and drawings during such month under all Letters of Credit and (B) to the Agent and each Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit.

     (e) Failure to Make Advances. The failure of any Lender to make the Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on such date.

     SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of such Lender's Revolving Credit Commitment from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing September 30, 2005, and on the Termination Date.

     (b) Letter of Credit Fees. (i) The Borrower shall pay to the Agent for the account of each Lender a commission on such Lender's Pro Rata Share of the average daily maximum Available Amount of all Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time, payable in arrears quarterly on the first day of each March, June, September and December, commencing September 30, 2005, and on the Termination Date, and after the Termination Date payable upon demand.

     (ii) The Borrower shall pay to each Issuing Bank a fee equal to 0.125% of the Available Amount of each Letter of Credit issued by such Issuing Bank of the date such Letter of Credit is issued per annum. In addition, the Borrower shall pay directly to each Issuing Bank for its own account the customary issuance, presentation, amendment and other process fees, and other standard costs and charges, for such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

     (c) Agent's Fees. The Borrower shall pay to the Agent for its own account such fees as have been agreed between the Borrower and the Agent.

     SECTION 2.05. Termination or Reduction of the Commitments. The Borrower shall have the right, upon at least three Business Days' notice to the Agent, to terminate in whole or permanently reduce ratably in part the Unused Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

     SECTION 2.06. Repayment. (a) The Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Advances then outstanding.

     (b) The Borrower shall, on each Business Day following receipt of notice from the Agent, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount by which (i) the sum of the aggregate principal amount of the Advances outstanding plus the Available Amount of all Letters of Credit then outstanding exceeds (ii) the aggregate Revolving Credit Commitments on such Business Day. Each prepayment made pursuant to this subsection (b) shall be paid to the Agent for the account of the Lenders and paid to the Lenders in amounts that will result in each Lender having a ratable share of all Advances outstanding after giving effect to any reduction of the Revolving Credit Commitments pursuant to Section 5.02(b).

     (c) The obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument, in each case, relating to any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the Borrower is without prejudice to, and does not constitute a waiver of, any rights the Borrower might have or might acquire as a result of the payment by any Lender of any draft or the reimbursement by the Borrower thereof):

     (i) any lack of validity or enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the "L/C Related Documents");

     (ii) any change in the manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

     (iii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, any Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

     (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, subject to the terms of Section 8.12;

     (v) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the L/C Related Documents; or

     (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor, subject to the terms of Section 8.12.

      SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

     (i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee, if any, in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

     (ii) Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) the Eurodollar Rate for such Interest Period for such Advance plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee, if any, in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

     (f) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest ("Default Interest") on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)( i) above, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Agent.

     SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).

     (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

     (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

     (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.

     (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

     (f) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

     (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,

     (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

     (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

     SECTION 2.09. Optional Conversion of Advances. The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Adva nces to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.

     SECTION 2.10. Optional Prepayments. The Borrower may, upon notice at least two Business Days' prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

     SECTION 2.11. Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, up on demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by an authorized officer of such Lender, shall be conclusive and binding for all purposes, absent manifest error.

     (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A certificate as to such amoun ts submitted to the Borrower and the Agent by an authorized officer of such Lender shall be conclusive and binding for all purposes, absent manifest error.

     (c) Notwithstanding anything to the contrary in this Section 2.11, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

     SECTION 2.12. Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

     SECTION 2.13. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

     (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due.

     (c) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees or Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

     (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

     (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

     SECTION 2.14. Taxes. (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future withholding taxes, including levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in resp ect of payments hereunder or under the Notes being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

     (b) In addition, the Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes, but excluding all other United States federal taxes other than withholding taxes (hereinafter referred to as "Other Taxes").

     (c) The Borrower shall indemnify each Lender and the Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.

     (d) Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code.

     (e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Borrower with two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholdin g tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than informati on necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.

     (f) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.14(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.

     (g) Any Lender claiming any additional amounts payable pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

     (h) If any Lender determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes paid or reimbursed by the Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or the Notes, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 2.14 exceeding the amount needed to make such Lender whole, such Lender shall pay to the Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all out-of-pocket expenses in securing such refund, deduction or credit.

     SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

     SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes of the Borrower and its Subsidiaries, including acquisitions.

     SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the Revolving Credit Commitment of such Lender.

     (b) The Register maintained by the Agent pursuant to Section 8.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (I) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender's share thereof.

     (c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

     SECTION 2.18. Increase in the Aggregte Revolving Credit Commitments. (a) The Borrower may, at any time but in any event not more than once in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple thereof (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date (the "Increase Date") as specified in the related notice to the Agent; provided, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $550,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 shall be satisfied.

     (b) The Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the "Commitment Date"). Each Lender that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be all ocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent.

     (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

     (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date:

     (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto;

     (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Borrower; and

     (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender's ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase). After the Agent's receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders, as a prepayment subject to the requirements of Section 8.04(c), for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such Lender's ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase).

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

     SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:

     (a) Other than as publicly disclosed prior to the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2004.

     (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.

     (c) The Lenders shall have been given such reasonable access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.

     (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.

     (e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.

     (f) The Borrower shall have paid all accrued and invoiced fees and expenses of the Agent and the Lenders (including the accrued and invoiced fees and expenses of counsel to the Agent).

     (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:

	(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
	(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
	(i) The Notes to the order of the Lenders, to the extent requested pursuant to Section 2.16.
	(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
	(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
	(iv) A favorable opinion of Robert B. Stiles, General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request.
	(v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(i) The Borrower shall have terminated the commitments and paid in full of the all Debt, interest, fees and other amounts outstanding under the Five Year Credit Agreement dated as of January 23, 2003 among the Borrower, the lenders parties thereto and Citibank, as agent. By execution of this Agreement, each of the Lenders that is a lender under such credit agreement hereby waives any requirement set forth in such credit agreement of prior notice of the termination of the commitments thereunder.

     SECTION 3.02. Conditions Precedent to Each Borrowing, Letter of Credit Issuance and Commitment Increase. The obligation of each Lender to make an Advance on the occasion of each Borrowing, the obligations of any Issuing Bank to issue a Letter of Credit and each Commitment Increase shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing, issuance or Commitment Increase (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance, request for Commitment Increase and the acceptance by the Borrower of the proceeds of such Borrowing or such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing, issuance or Commitment Increase such statements are true):

     (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings or issuances other than on the date of the initial Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof)are correct on and as of the date of such Borrowing, issuance or Commitment Increase, before and after giving effect thereto and to the application of the proceeds therefrom, as though made on and as of such date, and

     (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or Commitment Increase or from the application of the proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

     SECTION 3.03. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

     (a) . The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

     (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.

     (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it.

     (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms.

     (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 25, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 26, 2005 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 26, 2005 and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates an d the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Other than as publicly disclosed prior to the Effective Date, since December 25, 2004, there has been no Material Adverse Change.

     (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.

     (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

     (h) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (i) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (j) Schedule 4.01(j) is a complete and correct list of each Lien securing Debt of any Person outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $10,000,000 and covering any property of the Borrower or any of its Subsidiaries, and the aggregate Debt secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described in Schedule 4.01(j).

     (k) Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any governmental authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (l) Neither the Borrower nor any of its Subsidiaries is (i) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (ii) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

     (m) Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books reserves where required by GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

     (n) Attached hereto a Schedule 4.01(n) is a list of each Material Subsidiary of the Borrower on the date hereof.

ARTICLE V

COVENANTS OF THE BORROWER

     SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act to the extent that the failure to do so could reasonably be expected to result in a Material Adverse Effect.
(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and enforcement, collection, execution, levy or foreclosure proceedings shall have been commenced with respect to one or more such taxes, assessments, charges, levies or claims that, either individually or in the aggregate, are material.
(c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.
(d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Material Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Material Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall reasonably determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.
(e) Visitation Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants.
(f) Keeping of Books. Keep, and cause each of its Material Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.
(g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Material Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.
(h) Reporting Requirements. Furnish to the Lenders:
	(i) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles and certificates of the chief financial officer, treasurer or controller of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financia l statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP;
	(ii) as soon as available and in any event within 105 days after the end of each fiscal year of the Borrower, a copy of the audited annual report for such year for the Borrower and its Subsidiaries, containing a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Required Lenders by PricewaterhouseCoopers, LLP or other independent public accountants acceptable to the Required Lenders and certificates of the chief financial officer, treasurer or controller of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide , if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP;
	(iii) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer, treasurer or controller of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
	(iv) promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securityholders, and copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;
	(v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
	(vi) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.
Reports required to be delivered pursuant to clauses (i), (ii) and (iv) above shall be deemed to have been delivered on the date on which such report is posted on the SEC's website at www.sec.gov, and such posting shall be deemed to satisfy the reporting requirements of clauses (i), (ii) and (iv) above; provided that the Borrower shall deliver paper copies of the certificate required by clauses (i), (ii), (iii) and (v) above to the Agent and each of the Lenders until such time as the Agent shall provide the Borrower written notice otherwise.

     SECTION 5.02. Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not:

(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
	(i) Permitted Liens,
	(ii) purchase money Liens upon or in any real property or equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding,
	(iii) the Liens existing on the Effective Date and described on Schedule 4.01(j) hereto,
	(iv) Liens arising in connection with any court action or other legal proceeding so long as no Default under Section 6.01(f) has occurred and is continuing,
	(v) other Liens securing Debt in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, and
	(vi) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
(b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Material Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or dispose of assets to the Borrower and (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
(c) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles.
(d) Change in Nature of Business. Make, or permit any of its Material Subsidiaries to make, any material change in the nature of the business carried on at the date hereof by the Borrower and its Material Subsidiaries, taken as a whole, provided that the Borrower and its Material Subsidiaries may expand into other lines of business in the health products industry.
(e) Restrictive Agreements. Directly or indirectly enter into, incur or permit to exist, or permit any of its Subsidiaries to enter into, incur or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to guarantee Debt of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (B) the foregoing shall not apply to restrictions and conditions that could not be reasonably expected to cause a material adverse effect on the ability of the Borrower to perform any of its obligations un der this Agreement, (C) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (D) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (E) clause (i) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (F) clause (i) above shall not apply to customary provisions in leases and licenses restricting the assignment thereof.
(f) Use of Proceeds. Use, or permit any of its Subsidiaries to use, the proceeds of any Advances to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System)or to extend credit to others for the purpose of purchasing or carrying margin stock.

     SECTION 5.03. Financial Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

     (a) Leverage Ratio. Maintain a ratio of Consolidated Debt for Borrowed Money to Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended of not greater than 3.0:1.0.

     (b) Fixed Charge Coverage Ratio. Maintain a ratio of Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended to interest payable on, and amortization of debt discount in respect of, all Debt for Borrowed Money during such period, by the Borrower and its Subsidiaries of not less than 4.0:1.0.

ARTICLE VI

EVENTS OF DEFAULT

     SECTION 6.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing:

     (a) The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business Days after the same becomes due and payable; or

     (b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

     (c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e) or (h), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of (i) written notice thereof shall have been given to the Borrower by the Agent or any Lender and (ii) a responsible financial officer of the Borrower otherwise becomes aware of such failure; or

     (d) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $50,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be dec lared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

     (e) The Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

     (f) Any judgments or orders for the payment of money in excess of $25,000,000 in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) other than in respect of a settlement order, there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect or (iii) the Borrower or any of its Subsidiaries shall be in default under a settlement order; or

     (g) Any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could be reasonably expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (h) (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower; or (ii) during any period of up to 12 consecutive months, commencing before or after the date of this Agreement, individuals who at the beginning of such 12-month period were directors of the Borrower shall cease for any reason to constitute a majority of the board of directors of the Borrower; or (iii) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquis ition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower; or

     (i) The Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $50,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankr uptcy Code, (A) the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

     SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Agent may with the consent, or shall at the request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Agent on behalf of the Lenders in same day funds at the Agent's office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, (A) the obligation of the Borrower s to pay to the Agent on behalf of the Lenders in same day funds at the Agent's office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. If at any time the Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Agent and the Lenders or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account t hat the Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. Promptly after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

ARTICLE VII

THE AGENT

     SECTION 7.01. Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicabl e law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

     SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with t he advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or par ties.

     SECTION 7.03. Citibank and Affiliates. With respect to its Commitment, the Advances made by it and any Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.

     SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

     SECTION 7.05. Indemnification. (a) The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then held by each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Revolving Credit Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the "Indemnified Costs"), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees t o reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.

     (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Lender's ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank's gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 8.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower.

     (c) For purposes of this Section 7.05, the Lenders' respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lenders, (ii) their respective Pro Rata Shares of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) their respective Unused Commitments at such time; provided that the aggregate principal amount of Advances owing to the Issuing Banks as a result of drawings under Letters of Credit shall be considered to be owed to the Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of any Lender to reimburse the Agent or any such Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any ot her Lender of its obligation hereunder to reimburse such Agent or Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agent or any such Issuing Bank, as the case may be, for such other Lender's ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

     SECTION 7.06. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent with the consent, so long as no Event of Default shall have occurred and be continuing, of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $5 0,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

     SECTION 7.07. Other Agents. Each Lender hereby acknowledges that none of the syndication agent or any other Lender designated as any "Agent" (other than the Agent) on the signature pages hereof has any liability hereunder other than in its capacity as a Lender.

ARTICLE VIII

MISCELLANEOUS

      SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Re volving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (f) amend this Section 8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent of Section 8.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obliga tions of the Issuing Banks under this Agreement.

     SECTION 8.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be either (x) in writing (including telecopier communication) and mailed, telecopied or delivered or (y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), if to the Borrower, at its address at One Bausch & Lomb Place, Rochester, New York 14604, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent, provided that materials required to be delivered pursuant to Section 5.01(h)(i), (ii) or (iv) shall be delivered to the Agent as specified in Section 8.02(b) or as otherwise specified to the Borrower by the Agent. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails, telecopied or confirmed by e-mail, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

     (b) The Borrower agrees that the Agent may make materials required to be delivered pursuant to Section 5.01(h)(i), (ii) and (iv), as well as any other written information, documents, instruments and other material relating to the Borrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby that the Borrower may request to be distributed electronically (collectively, the "Communications") available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the "Platform"). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided "as is" and "as available" and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with the Platform.

     (c) Each Lender agrees that notice to it (as provided in the next sentence) (a "Notice") specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement; provided that if requested by any Lender the Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender's e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

     SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay upon presentation of reasonably detailed invoices all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay upon presentation of reasonably detailed invoices all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether thro ugh negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a).

     (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relat ing to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. Nothing in this Section 8.04(b) shall be deemed, construed or given effect to relieve or release the Agent or any Lender from any liability for breach of contract arising from a failure by such party to perform its contractual obligations hereunder.

     (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such indemnification shall be paid upon presentation to the Borrower or a reasonably detailed statement of such loss, cost or expense certified by an officer of such Lender.

     (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

     SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptl y to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

     SECTION 8.06. Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

     SECTION 8.07. Assignments and Participations. (a) Each Lender may, and if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 so long as no Default exists) upon at least five Business Days' notice to such Lender and the Agent will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each suc h assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates or another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

     (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

     (c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

     (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Revolving Cr edit Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto.

     (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights or obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any s uch participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.

     (f) Each Lender may grant to a special purpose funding vehicle (an "SPC") the option to fund all or any part of any Advance that such Lender is obligated to fund under this Agreement (and upon the exercise by such SPC of such option to fund, such Lender's obligations with respect to such Advance shall be deemed satisfied to the extent of any amounts funded by such SPC); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (iv) any such option granted to an SPC shall not constitute a commitment by such SP C to fund any Advance, (v) neither the grant nor the exercise of such option to an SPC shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including, without limitation, its obligations under Section 2.10) (vi) the SPC shall be bound by the provisions of Section 8.08 and (vii) no SPC shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, nor any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such grant of funding option, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such grant of funding option. Each party to this Agreement hereby agrees that no SPC shall b e liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. Subject to the foregoing provisions of this clause (f), an SPC shall have all the rights of the granting Lender. An SPC may assign or participate all or a portion of its interest in any Advances to the granting Lender or to any financial institution providing liquidity or credit support to or for the account of such SPC without paying any processing fee therefor and, in connection therewith may disclose on a confidential basis any information relating to the Borrower to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPC. In furtherance of the foregoing, each party hereto agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

     (g) Any Lender may, in connection with any assignment, designation, participation or grant of funding option or proposed assignment, designation, participation or grant of funding option pursuant to this Section 8.07, disclose to the assignee, designee, participant or SPC or proposed assignee, designee, participant or SPC, any information relating to any Borrower furnished to such Lender by or on behalf of such Borrower; provided that, prior to any such disclosure, the assignee, designee, participant or SPC or proposed assignee, designee, participant or SPC shall agree in writing to preserve the confidentiality of any Specified Information relating to any Borrower received by it from such Lender.

     (h) Each Issuing Bank may assign to an Eligible Assignee its rights and obligations or any portion of the undrawn Letter of Credit Commitment at any time; provided, however, that (i) the amount of the Letter of Credit Commitment of the assigning Issuing Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

     (i) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

     SECTION 8.08. Confidentiality. (a) Neither the Agent nor any Lender may disclose to any Person any information that constitutes material non-public information regarding the Borrower or its securities for purposes of Regulation FD of the Securities and Exchange Commission or any other federal or state securities laws (it being acknowledged and agreed that the provisions of this Section 8.08 with respect to such information are reasonably necessary to comply with Regulation FD and/or such other federal and state securities laws) (such information referred to collectively herein as the "Specified Information"), except to their respective, and their respective Affiliates', officers, employees, agents, accountants, legal counsel, advisors and other repre sentatives who have a need to know such Specified Information.

     (b) The provisions of subsection (a) above shall not apply to Specified Information that is a matter of general public knowledge or that has heretofore been or is hereafter published in any source generally available to the public or that is required to be disclosed by law, regulation or judicial order or is requested by any regulatory body with jurisdiction over the Agent or any Lender, provided, to the extent practicable under the circumstances and lawful, the Agent or such Lender shall provide the Borrower with prompt notice of such requested disclosure so that the Borrower may seek a protective order prior to the time when the Agent or such Lender is required to make such disclosure, or to assignees or participants or potential assignees or participants who agree to be bound by the provisions of this Section 8.08 prior to receiving the Specified Information.

     SECTION 8.09. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

     SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

     (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     SECTION 8.12. No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, exc ept that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank's willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, in the absence of gross negligence or willful misconduct, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

     SECTION 8.13. Patriot Act Notice. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act as it applies to this Agreement and the transactions contemplated hereby.

     SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BAUSCH & LOMB INCORPORATED


By                     /s/ Efrain Rivera                    
        Title: Vice President & Treasurer

CITIBANK, NA.,
     as Agent


By                     /s/ Robert Kane                   
        Name: Robert Kane
        Title: Managing Director

Initial Issuing Banks

Letter of Credit Commitment

$50,000,000 KEYBANK NATIONAL ASSOCIATION


By                     /s/ Jeffrey R. Dincher                    
        Title: Jeffrey R. Dincher
                  Assistant Vice President

$50,000,000     Total of the Letter of Credit Commitments

Initial Lenders

Revolving Credit Commitment

$62,500,000 CITIBANK, N.A.


By                     /s/ Robert Kane                           
        Name: Robert Kane
        Title: Managing Director

$62,500,000 KEYBANK NATIONAL ASSOCIATION


By                     /s/ Jeffrey R. Dincher                   
        Title: Jeffrey R. Dincher
                  Assistanct Vice President

$40,000,000 BARCLAYS BANK PLC


                    /s/ Nicolas Bell                           
By: Nicolas Bell
Title: Director

$40,000,000 THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY

By  /s/ Spencer Hughes                    
        Title: Vice President

$40,000,000 JPMORGAN CHASE BANK, N.A.


By  /s/ Bruce Yoder                          
        Title: Vice President

$40,000,000 MIZUHO CORPORATE BANK, LTD.


By  /s/ Raymond Ventura                          
        Title: Senior Vice President

$40,000,000 U.S. BANK NATIONAL ASSOCIATION


By  /s/ Derek S. Roudebush                       
        Title: Derek S. Roudebush
                  Vice President

$25,000,000 ALLIED IRISH BANKS, P.L.C.


By  /s/ Anthony O'Reilly                          
        Anthony O'Reilly
        Title: Vice President

$25,000,000 HSBC BANK USA, NATIONAL ASSOCIATION


By  /s/ John Carroll                                 
        Title: Vice President

$25,000,000 THE NORTHERN TRUST COMPANY


By  /s/ Alex Nikolov                              
        Name: Alex Nikolov
        Title: Second Vice President

$400,000,000     Total of the Revolving Credit Commitments

SCHEDULE I
BAUSCH & LOMB INCORPORATED
FIVE YEAR CREDIT AGREEMENT
APPLICABLE LENDING OFFICES

Name of Initial Lender	Domestic Lending Office	Eurodollar Lending Office
Allied Irish Banks, p.l.c.	405 Park Avenue New York, NY 10022 Attn: Germaine Reusch T: 212 515-6755 F: 212 339-339-8006	405 Park Avenue New York, NY 10022 Attn: Germaine Reusch T: 212 515-6755 F: 212 339-339-8006
The Bank of Tokyo Mitsubishi Trust Company	1251 Avenue of the Americas New York, NY 10020 Attn: Rolando Uy T: 201 413-8570 F: 201 521-2304	1251 Avenue of the Americas New York, NY 10020 Attn: Rolando Uy T: 201 413-8570 F: 201 521-2304
Barclays Bank PLC	200 Park Avenue, 4th Floor New York, NY 10166 Attn: Carlos De Freitas T: 973 576-3276 F: 973 576-3383	200 Park Avenue, 4th Floor New York, NY 10166 Attn: Carlos De Freitas T: 973 576-3276 F: 973 576-3383
Citibank, N.A.	Two Penns Way New Castle, DE 19720 Attn: Loan Syndications	Two Penns Way New Castle, DE 19720 Attn: Loan Syndications
HSBC Bank USA, National Association	One HSBC Center - 26th Floor Buffalo, NY 14203 Attn: Donna L. Riley T: 716 841-4178 F; 716 841-0269	One HSBC Center - 26th Floor Buffalo, NY 14203 Attn: Donna L. Riley T: 716 841-4178 F; 716 841-0269
JPMorgan Chase Bank, N.A.	1111 Fannin Street, 10th Floor Houston, TX 77002 Attn: Glen Hector T: 713 750-7910 F: 713 750-2938	1111 Fannin Street, 10th Floor Houston, TX 77002 Attn: Glen Hector T: 713 750-7910 F: 713 750-2938
KeyBank National Association	4910 Tideman Rd. Brooklyn, OH 44144 Attn: Specialty Finance T: 216 813-1259 F: 216 813-7393	4910 Tideman Rd. Brooklyn, OH 44144 Attn: Specialty Finance T: 216 813-1259 F: 216 813-7393
Mizuho Corporate Bank, Ltd.	1800 Plaza Ten Jersey City, NJ 07311 Attn: Judy Kwong T: 201 626-9143 F: 201 626-9915	1800 Plaza Ten Jersey City, NJ 07311 Attn: Judy Kwong T: 201 626-9143 F: 201 626-9915
The Northern Trust Company	50 S. LaSalle Chicago, IL 60675 Attn: Linda Honda T: 312 444-4715 F: 312 630-6015	50 S. LaSalle Chicago, IL 60675 Attn: Linda Honda T: 312 444-4715 F: 312 630-6015
U.S. Bank National Association	1450 Euclid Ave. 8th Floor Cleveland, OH 44115 Attn: Joe Balthazor, Commercial Loan Operations T: 920 237-7526 F: 920 237-7993	1450 Euclid Ave. 8th Floor Cleveland, OH 44115 Attn: Joe Balthazor, Commercial Loan Operations T: 920 237-7526 F: 920 237-7993

SCHEDULE 2.03
BAUSCH & LOMB INCORPORATED
FIVE YEAR CREDIT AGREEMENT
EXISTING LETTERS OF CREDIT

Bank	Term	Amount	LC #	Beneficiary
KeyBank	12/31/04-12/31/05	$430,000	S309955	Zurich Insurance
KeyBank	12/31/04-12/31/05	$21,818,127	S309952	Pacific Employers

SCHEDULE 3.01(b)
BAUSCH & LOMB INCORPORATED
FIVE YEAR CREDIT AGREEMENT
DISCLOSED LITIGATION

Such matters as are identified in the periodic reports of the Borrower, which are filed prior to the Effective Date with the U.S. Securities and Exchange Commission.

SCHEDULE 4.01(j)
BAUSCH & LOMB INCORPORATED
FIVE YEAR CREDIT AGREEMENT
EXISTING LIENS

NONE

SCHEDULE 4.01(n)
BAUSCH & LOMB INCORPORATED
FIVE YEAR CREDIT AGREEMENT
MATERIAL SUBSIDIARIES
Stated in $000's as of December 25, 2004

Material Subsidiaries	Consolidated Subsidiary Assets (excluding Inter-Company Assets)	% of Total Consolidated Assets	Net Subsidiary Sales (excluding Inter-Company Sales)	% of Total Consolidated Sales
BLJ Company Ltd.	$141,761	4.7%	$226,544	10.1%
B&L France	$378,993	12.5%	$182,242	8.2%
Dr. Mann	$164,538	5.4%	$113,518	5.1%
B&L UK	$81,912	2.7%	$121,853	5.5%
Bausch & Lomb BV	$183,232	6.1%	$99,581	4.5%
Bausch & Lomb Ireland	$230,450	7.6%	$0	0%

EX-31.A

EXHIBIT (31)-a

Bausch & Lomb Incorporated
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ronald L. Zarrella, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bausch & Lomb Incorporated.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be     designed under our supervision, to ensure that material information relating to the registrant, including its     consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in     which this report is being prepared;
	b) Designed such internal control over financial reporting, or caused such internal control over financial     reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of     financial reporting and the preparation of financial statements for external purposes in accordance with     generally accepted accounting principles;
	c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period     covered by this report based on such evaluation; and
	d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred     during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual     report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control     over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over     financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,     summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role     in the registrant's internal control over financial reporting.

Date: July 28, 2005

  /s/ Ronald L. Zarrella                
Ronald L. Zarrella
Chairman and Chief Executive Officer

EX-31.B

EXHIBIT (31)-b

Bausch & Lomb Incorporated
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen C. McCluski, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bausch & Lomb Incorporated.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be     designed under our supervision, to ensure that material information relating to the registrant, including its     consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in     which this report is being prepared;
	b) Designed such internal control over financial reporting, or caused such internal control over financial     reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of     financial reporting and the preparation of financial statements for external purposes in accordance with     generally accepted accounting principles;
	c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period     covered by this report based on such evaluation; and
	d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred     during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual     report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control     over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over     financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,     summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role     in the registrant's internal control over financial reporting.

Date: July 28, 2005

  /s/ Stephen C. McCluski         
Stephen C. McCluski
Senior Vice President
and Chief Financial Officer

EX-32.A

EXHIBIT (32)-a

Bausch & Lomb Incorporated

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, Ronald L. Zarrella, Chairman and Chief Executive Officer of Bausch & Lomb Incorporated (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 25, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Bausch & Lomb Incorporated and will be retained by Bausch & Lomb Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

  /s/ Ronald L. Zarrella         
Ronald L. Zarrella
Chairman and
Chief Executive Officer

Date: July 28, 2005

EX-32.B

EXHIBIT (32)-b

Bausch & Lomb Incorporated

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, Stephen C. McCluski, Senior Vice President and Chief Financial Officer of Bausch & Lomb Incorporated (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 25, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Bausch & Lomb Incorporated and will be retained by Bausch & Lomb Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

  /s/ Stephen C. McCluski          
Stephen C. McCluski
Senior Vice President and
Chief Financial Officer

Date: July 28, 2005