Exhibit 4.3


 


$650,000,000


 


WP Prism Merger Sub Inc.


 


9 % Senior Notes due 2015


 


REGISTRATION RIGHTS AGREEMENT


 


October
26, 2007


 


BANC OF AMERICA SECURITIES
LLC


CREDIT SUISSE SECURITIES
(USA) LLC


CITIGROUP GLOBAL MARKETS
INC.


J.P. MORGAN SECURITIES INC.,


c/o Banc of America
Securities LLC,


9 West 57th Street,


New York, N.Y. 10019


 


Dear Sirs:


 


WP Prism Merger Sub Inc., a
New York corporation (“Merger Sub”),
proposes to issue and sell to Banc of America Securities LLC (“BAS”), Credit Suisse Securities (USA) LLC (“CS Securities”), Citigroup Global Markets
Inc. (“CGMI”) and J.P. Morgan
Securities Inc. (“JPMSI” and,
together with BAS, CS Securities and CGMI, the “Initial Purchasers”), upon the terms set forth in a purchase
agreement dated October 16, 2007 (the “Purchase
Agreement”), $650,000,000 principal amount of its 9  % Senior Notes due 2015 (the “Initial Securities”) to be unconditionally
guaranteed (the “Guarantees”)
immediately following the Merger (as defined in the Purchase Agreement), by
each of the subsidiary guarantors listed in Schedule I hereto (collectively,
the “Guarantors” and, together
with the Issuer (as defined below), the “Company”).
As used in this Agreement, the term “Issuer”
means, prior to the Merger, Merger Sub and, thereafter, Bausch & Lomb
Incorporated, a New York corporation. The Initial Securities will be issued
pursuant to an indenture, dated as of October 26, 2007, (the “Indenture”) among the Issuer, the
Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the holders of the Initial Securities
(including, without limitation, the Initial Purchasers), the Exchange Securities
(as defined below) and the Private Exchange Securities (as defined below)
(collectively the “Holders”) as
follows:


 


1.  Registered
Exchange Offer.  Subject to
the last sentence of this paragraph, the Company shall, at its own cost, use
its reasonable best efforts to prepare and file with the Securities and
Exchange Commission (the “Commission”)
one or more registration statements (collectively, the “Exchange Offer Registration Statement”) on
an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange
Offer”) to the Holders of Transfer Restricted Securities (as defined
in Section 6 hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the
applicable Indenture and identical in all material respects to the applicable
series of Initial Securities surrendered by such Holder (except for the
transfer restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be registered
under the Securities Act. The Company shall use its reasonable best efforts to
(i) cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act and (ii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is
mailed to the Holders (such period being called the “Exchange Offer Registration Period”). Notwithstanding any
other provisions of this Agreement to the contrary, if the Commission adopts an
amendment to Rule 144 of the Securities Act that permits non-affiliates to
resell freely the Initial Securities


 

















 


without registration (after
taking into account any hedging activity that may have occurred, if applicable
under the amended rule) after a period of 366 days or less (without the need to
satisfy any conditions (other than conditions that are administrative or that
have been satisfied) not currently required to be satisfied under Rule 144(k)
of the Securities Act), and such amendment has become effective with respect to
the Initial Securities as though such amended rule were in effect at the Issue
Date (as defined below), then no Exchange Offer Registration Statement shall be
required to be filed or be declared effective.


 


If the Company effects the
Registered Exchange Offer, the Company (i) will be entitled to close the
Registered Exchange Offer 20 business days after the commencement thereof (provided that the Company has accepted all
the Initial Securities theretofore validly tendered in accordance with the
terms of the Registered Exchange Offer) and (ii) will use its reasonable best
efforts to consummate the Registered Exchange Offer not later than 366 days (or
if the 366th day is not a business day, the first business day
thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 366th day, or
the first business day thereafter, the “Consummation
Deadline”).


 


The Company may, in its
discretion, accept tenders of Initial Securities for Exchange Securities after
the date that the Company consummates the Registered Exchange Offer with
respect to Initial Securities tendered as of the date of initial consummation
and, for purposes of Section 6(a)(ii), the Registered Exchange Offer shall be
deemed to have been consummated notwithstanding any such extension of the
tender period.


 


Following the declaration of
the effectiveness of the applicable Exchange Offer Registration Statement, the
Company shall promptly commence the Registered Exchange Offer for the
applicable series of the Initial Securities, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities electing to exchange the Initial Securities of such series for
Exchange Securities of the same series (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements or understanding with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States. The Company’s obligations under each Registered Exchange Offer and each
Private Exchange shall be subject to the conditions that (i) such Registered
Exchange Offer or Private Exchange, as the case may be, does not violate
applicable law or any applicable interpretation of the staff of the Commission;
(ii) no action or proceeding shall have been instituted or threatened in any
court or by any governmental agency which might materially impair the ability
of the Issuer to proceed with such Registered Exchange Offer or Private
Exchange, and no material adverse development shall have occurred in any
existing action or proceeding with respect to the Company; and (iii) all
governmental approvals that the Company deems necessary for the consummation of
such Registered Exchange Offer or Private Exchange shall have been obtained.


 


The Company acknowledges
that, pursuant to current interpretations by the Commission’s staff of Section
5 of the Securities Act, in the absence of an applicable exemption therefrom,
(i) each Holder which is a broker or dealer registered under the Exchange Act
of 1934, as amended (the “Exchange Act”)
(a “broker-dealer”) electing to exchange Initial Securities, acquired for its
own account as a result of market making activities or other trading
activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Private Exchange Securities (as defined
below) acquired in exchange for Initial Securities constituting any portion of
an unsold allotment is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.


 


The Company shall use its
reasonable best efforts to keep each Exchange Offer Registration Statement
effective and to amend and supplement the prospectus contained therein, in
order to permit such


 


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prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however,
that (i) in the case where such prospectus and any amendment or supplement
thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such
period shall be the lesser of 180 days (or such shorter period during which
such person is required by applicable law to deliver such prospectus) and the
date on which all Exchanging Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 3(j) below) and (ii) the Company shall make such prospectus and any
amendment or supplement thereto, available to any broker-dealer or other person
with similar prospectus delivery requirements for use in connection with any
resale of any series of Exchange Securities for a period of not less than 90
days after the effective date of the Exchange Offer Registration Statement
relating to such series (or such shorter period during which such persons are
required by applicable law to deliver such prospectus).


 


If, upon consummation of
each Registered Exchange Offer, any Initial Purchaser holds Initial Securities
acquired by it as part of its initial distribution, the Company, simultaneously
with the delivery of the Exchange Securities pursuant to the Registered
Exchange Offer, shall issue and deliver to such Initial Purchaser upon the
written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company issued under the applicable Indenture and identical
in all material respects (including the existence of restrictions on transfer
under the Securities Act and the securities laws of the several states of the
United States, but excluding provisions relating to the matters described in
Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the “Securities”.


 


In connection with each
Registered Exchange Offer, the Company shall:


 


(a)  mail to each Holder a copy of the prospectus
forming part of the applicable Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(b)  keep the applicable Registered Exchange Offer
open for not less than 20 days (or longer, if required by applicable law) after
the date notice thereof is mailed to the Holders;


 


(c)  utilize the services of a depositary for the
applicable Registered Exchange Offer with an address in the Borough of
Manhattan, The City of New York, which may be the Trustee or an affiliate of
the Trustee;


 


(d)  permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last business day on which the applicable Registered Exchange Offer shall
remain open; and


 


(e)  otherwise comply with all applicable laws.


 


As soon as practicable after
the close of the applicable Registered Exchange Offer or the applicable Private
Exchange, as the case may be, the Company shall:


 


(x)  accept for exchange all the Initial
Securities validly tendered and not withdrawn pursuant to such Registered
Exchange Offer and such Private Exchange;


 


(y)  deliver to the Trustee for cancellation all
the Initial Securities so accepted for exchange; and


 


(z)  cause the Trustee to authenticate and deliver
promptly to each Holder of the Initial Securities, Exchange Securities or
Private Exchange Securities of each series, as the case may be, equal in
principal amount to the Initial Securities of such series of such Holder so
accepted for exchange.


 


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Each Indenture will provide
that the Exchange Securities will not be subject to the transfer restrictions
set forth in the applicable Indenture and that all the Securities issued
pursuant to such Indenture will vote and consent together on all matters as one
class and that none of the Securities will have the right to vote or consent as
a class separate from one another on any matter.


 


Interest on each Exchange
Security and Private Exchange Security issued pursuant to each Registered
Exchange Offer and in each Private Exchange will accrue from (a) the later of
(i) the last interest payment date on which interest was paid on the Initial
Securities surrendered in exchange therefor or (ii) if the Initial Securities
are surrendered for exchange on a date in an exchange period that includes the
record date for an interest payment date to occur on or after that date of such
exchange and as to which interest will be paid, the date of such interest
payment date, or (b) if no interest has been paid on the Initial Securities,
from the Issue Date.


 


Each Holder participating in
each Registered Exchange Offer shall be required to represent to the Company
that at the time of the consummation of the applicable Registered Exchange
Offer that: (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange
Securities, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of
the Securities Act, of the Company or if it is an “affiliate”, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will comply with the
applicable provisions of the Securities Act (including, but not limited to
delivery of a prospectus in connection with any resale of such Exchange
Securities).


 


Upon consummation of the
Registered Exchange Offer (if any) in accordance with this Section 1 with
respect to each series of the Initial Securities, the provisions of this
Agreement shall continue to apply solely with respect to Transfer Restricted
Securities of such series that are Private Exchange Securities, as to which
Section 1 is applicable and Exchange Securities of such series held by
Participating Broker-Dealers (as defined below), and the Company shall have no
further obligation to register any other Securities of such series pursuant
hereto.


 


2.  Shelf
Registration.  If, (i) because
of any change in law or in applicable interpretations of the staff of the
Commission, the Company is not permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) for any other reason a Registered
Exchange Offer is not consummated within 366 days of the Issue Date, (iii) any
Initial Purchaser shall notify the Company following consummation of the
applicable Registered Exchange Offer that the Initial Securities (or the
Private Exchange Securities) held by it are not eligible to be exchanged for
Exchange Securities in such Registered Exchange Offer or (iv) any Holder (other
than an Exchanging Dealer) notifies the Company within 30 days after the
consummation of the applicable Registered Exchange Offer that it is prohibited
by law or Commission policy from participating in such Registered Exchange
Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in such Registered Exchange Offer, such Holder may not resell the
Exchange Securities acquired by it in such Registered Exchange Offer to the
public without delivering a prospectus and so notifies the Company within 30
days after such Holder first becomes aware of such restrictions, the Company
shall take the following actions:


 


(a)  The Company shall, at its cost, promptly file
with the Commission and thereafter shall use its reasonable best efforts to, no
later than 366 days after the Issue Date (or if the 366th day is not
a business day, the first business day thereafter) (such 366th day,
or the first business day thereafter, as the case may be, being an “Effectiveness Deadline”), cause to be
declared effective under the Securities Act a registration statement (a “Shelf Registration Statement” and, together
with the applicable Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate
form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities of each series by the Holders thereof from time to time
in accordance with the methods of distribution set forth in the applicable
Shelf Registration Statement and Rule 415


 


4

















 


under the Securities Act
(hereinafter, a “Shelf Registration”);
provided, however, that no Holder (other than an
Initial Purchaser) shall be entitled to have the Securities held by it covered
by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder.


 


(b)  The Company shall use its reasonable best
efforts to keep each Shelf Registration Statement continuously effective in
order to permit the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities, for a period of two years (or for such
longer period if extended pursuant to Section 3(j) below) from the Issue Date
or such shorter period that will terminate when all the Securities covered by
such Shelf Registration Statement (i) have been sold pursuant thereto or (ii)
are no longer restricted securities (as defined in Rule 144 under the
Securities Act, or any successor rule thereof) (the “Shelf Registration  Statement
Effective Period”); provided, however,
that the Shelf Registration Statement Effective Period shall be subject to
reduction to the extent that the applicable provision of Rule 144(k) is amended
to reduce the two-year holding period set forth therein. The Company shall be
deemed not to have used its reasonable best efforts to keep each Shelf
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless such
action is required by applicable law or is taken pursuant to Section 3(j)
hereof.


 


(c)  Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause each Shelf Registration
Statement and the related prospectus and any amendment or supplement thereto,
as of the effective date of such Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


Notwithstanding any other
provisions of this Agreement to the contrary (1) at any time, the Company may
delay the filing of any Shelf Registration Statement or delay or suspend the
effectiveness thereof, for a reasonable period of time, but not in excess of 60
consecutive days with no more than three such delays in filing or delays or
suspension of effectiveness during any calendar year (each, a “Shelf Suspension Period”), if the Company
determines reasonably and in good faith that the filing of any such Shelf
Registration Statement or the continuing effectiveness thereof would require
the disclosure of non-public material information that, in the reasonable
judgment of the Board of Directors of the Company, would be detrimental to the
Company if so disclosed or would otherwise materially adversely affect a
financing, acquisition, disposition, merger or other material transaction or
such action is required by applicable law and (2) if the Commission adopts an
amendment to Rule 144 of the Securities Act that permits non-affiliates to
resell freely the Initial Securities without registration (after taking into
account any hedging activity that may have occurred, if applicable under the
amended rule) after a period of 366 days or less (without the need to satisfy any
conditions (other than conditions that are administrative or that have been
satisfied) not currently required to be satisfied under Rule 144(k) of the
Securities Act), and such amendment has become effective with respect to the
Initial Securities as though such amended rule were in effect at the Issue
Date, then no Shelf Registration Statement shall be required to be filed or be
declared effective.


 


3.  Registration
Procedures.  In connection
with any Shelf Registration contemplated by Section 2 hereof and, to the extent
applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the
following provisions shall apply:


 


(a)  The Company shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission to the extent
reasonably practicable, a copy of the applicable Registration Statement and
each amendment thereof and each supplement, if any, to the prospectus included
therein and, in the event that an Initial Purchaser (with respect to any
portion of an unsold allotment from the original offering) is participating in
such Registered Exchange Offer or such


 


5

















 


Shelf Registration
Statement, the Company shall use its reasonable best efforts to reflect in each
such document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section and in
Annex C hereto in the “Plan of Distribution” section of the prospectus forming
a part of the Exchange Offer Registration Statement and include the information
set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
the Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in the prospectus forming a part of the
applicable Exchange Offer Registration Statement; (iv) include within the
prospectus contained in the applicable Exchange Offer Registration Statement a
section entitled “Plan of Distribution,” reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the positions taken or
policies made by the staff of the Commission with respect to the potential “underwriter”
status of any broker-dealer that is the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or
policies have been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Initial Purchasers
based upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include in the prospectus included in the Shelf Registration
Statement (or, if permitted by Rule 430B (b) under the Securities Act, in a prospectus supplement that becomes a
part thereof pursuant to Rule 430B(f) under the Securities Act) that is
delivered to any Holder pursuant to Section 3(d) and (f), the names of the
Holders, who propose to sell Securities pursuant to such Shelf Registration
Statement, as selling security holders.


 


(b)  The Company shall give written notice to the
Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be a
Participating Broker-Dealer in the applicable Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made):


 


(i)  when the applicable Registration Statement or
any amendment thereto has been filed with the Commission and when the
applicable Registration Statement or any post-effective amendment thereto has
become effective;


 


(ii)  of any request by the Commission for
amendments or supplements to the applicable Registration Statement or the
prospectus included therein or for additional information;


 


(iii)  of the issuance by the Commission of any stop
order suspending the effectiveness of the applicable Registration Statement or
the initiation of any proceedings for that purpose, of the issuance by the
Commission of a notification of objection to the use of the form on which the
Registration Statement has been filed, and of the happening of any event that
causes the Company to become an “ineligible issuer,” as defined in Rule 405
under the Securities Act;


 


(iv)  of the receipt by the Company or its legal
counsel of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and


 


(v)  of the happening of any event that requires
the Company to make changes in the applicable Registration Statement or the
prospectus in order that the applicable Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the circumstances under
which they were made) not misleading.


 


6

















 


(c)  The Company shall use its reasonable best
efforts to obtain the withdrawal at the earliest possible time of any order
suspending the effectiveness of each Registration Statement.


 


(d)  The Company shall furnish to each Holder of
Securities included within the coverage of each Shelf Registration, without
charge, if the Holder so requests in writing, at least one copy of the
applicable Shelf Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference). The Company shall not, without the prior consent of
the Initial Purchasers, make any offer relating to the Securities that would
constitute a “free writing prospectus,” as defined in Rule 405 under the
Securities Act.


 


(e)
 The Company shall deliver to each
Exchanging Dealer, upon its request, and each Initial Purchaser, and to any
other Holder who so requests, without charge, at least one copy of the
applicable Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if any Initial
Purchaser or any such Holder requests, all exhibits thereto (including those
incorporated by reference).


 


(f)  The Company shall, during each Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the applicable Shelf Registration, without charge, as many copies
of the prospectus (including each preliminary prospectus) included in the
applicable Shelf Registration Statement and any amendment or supplement thereto
as such person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in connection
with the offering and sale of the Securities covered by the prospectus, or any
amendment or supplement thereto, included in the applicable Shelf Registration
Statement.


 


(g)  The Company shall deliver to each Initial
Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following each Registered
Exchange Offer, without charge, as many copies of the final prospectus included
in the applicable Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company
consents, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by any Initial Purchaser, if
necessary, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the applicable
Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement.


 


(h)  Prior to any public offering of the
Securities, pursuant to any Registration Statement, the Company shall register
or qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification
of the Securities for offer and sale under the securities or “blue sky” laws of
such states of the United States as any Holder of the Securities reasonably
requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided,
however, that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction
where it is not then so qualified or (ii) take any action which would subject
it to general service of process or to taxation in any jurisdiction where it is
not then so subject.


 


(i)
 The Company shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as the Holders may request a reasonable period of
time prior to sales of the Securities pursuant to such Registration Statement.


 


(j)  Upon the occurrence of any event contemplated
by paragraphs (ii) through (v) of Section 3(b) above during the period for
which the Company is required to maintain an effective


 


7

















 


Registration Statement, the
Company shall promptly prepare and file a post-effective amendment to each
Registration Statement or a supplement to the related prospectus and any other
required document so that, as thereafter delivered to Holders of the Securities
or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Company
notifies the Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Initial Purchasers, the
Holders of the Securities and any such Participating Broker-Dealers shall
suspend use of such prospectus, and the period of effectiveness of the
applicable Shelf Registration Statement provided for in Section 2(b) above and
the applicable Exchange Offer Registration Statement provided for in Section 1
above shall each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).


 


(k)  Not later than the effective date of the
applicable Registration Statement, the Company will provide a CUSIP number for
the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with
The Depository Trust Company.


 


(l)  The Company will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to each Registered Exchange Offer or each Shelf Registration and will make
generally available to its security holders (or otherwise provide in accordance
with Section 11(a) of the Securities Act) an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no later than 45 days after
the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement, which statement shall
cover such 12-month period.


 


(m)  The Company shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the
appointment of a new trustee under either Indenture, the Company shall appoint
a new trustee thereunder pursuant to the applicable provisions of the relevant
Indenture.


 


(n)  The Company may require each Holder of
Securities to be sold pursuant to any Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of
the Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement including requiring the Holder to
properly complete and execute any selling security holder notices and
questionnaires, and any amendments or supplements thereto, that it may
reasonably  deem necessary or appropriate,
and the Company may exclude from such registration the Securities of any Holder
that unreasonably fails to furnish such information within a reasonable time
after receiving such request.


 


(o)  The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other action, if any, as Holders of 20% in principal
amount of the Securities registered under the Shelf Registration (such Holders
being “Significant Holders”) shall
reasonably request in order to facilitate the disposition of the Securities
pursuant to any Shelf Registration.


 


(p)  In the case of any underwritten offering
pursuant to a Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter
participating in any disposition pursuant to the applicable Shelf Registration


 


8

















 


Statement and any attorney,
accountant or other agent retained by the Holders of the Securities or any such
underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and (ii) cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such
underwriter, attorney, accountant or agent in connection with the applicable
Shelf Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided,
however, that the foregoing
inspection and information gathering shall be coordinated on behalf of the
Initial Purchasers by you and on behalf of the other parties, by one counsel
designated by and on behalf of such other parties as described in Section 5
hereof.


 


(q)  In the case of any underwritten offering
pursuant to Shelf Registration, the Company, if requested by any Significant
Holders of Securities covered thereby, shall cause (i) its counsel to deliver
an opinion and updates thereof relating to the Securities in customary form
addressed to such Holders and the Managing Underwriters (as defined below), if
any, thereof and dated, in the case of the initial opinion, the effective date
of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due
incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or
governmental proceedings involving the Company and its subsidiaries; the
absence of governmental approvals required to be obtained in connection with
the applicable Shelf Registration Statement, the offering and sale of the
applicable Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively);
and (A) as of the date of the opinion and as of the effective date of the
applicable Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, and from
any documents incorporated by reference therein and (B) as of an applicable
time identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders
or managing underwriters, in the case of (A) and (B), of an untrue statement of
a material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); (ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the
applicable Securities and (iii) its independent public accountants and the
independent public accountants with respect to any other entity for which
financial information is provided in the Shelf Registration Statement to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72.


 


(r)  In the case of the Registered Exchange Offer,
if requested by any Initial Purchaser or any known Participating Broker-Dealer,
the Company shall cause (i) its counsel to deliver to such Initial Purchaser or
such Participating Broker-Dealer a signed opinion in the form set forth in
Section 6(c) of the Purchase Agreement with such changes as are customary in
connection with the preparation of a Registration Statement and (ii) its
independent public accountants to deliver to such Initial Purchaser or such
Participating Broker-Dealer a comfort letters, in customary form, meeting the
requirements as to the substance thereof as set forth in Section 6(a) of the
Purchase Agreement, with appropriate date changes.


 


9

















 


(s)  If a Registered Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the Initial Securities by
Holders to the Company (or to such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be, the Company shall mark, or cause to be marked, on the Initial
Securities so exchanged that such Initial Securities are being canceled in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied.


 


(t)  The Company will use its reasonable best
efforts to (a) if the Initial Securities have been rated prior to the initial
sale of such Initial Securities, confirm such ratings will apply to the
Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate principal amount of Securities
covered by such Registration Statement, or by the Managing Underwriters, if
any.


 


(u)  In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or “assist
in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is
made through a placement or sales agent, to recommend the yield of such
Securities, (ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6 hereof and
(iii) providing such information to such broker-dealer as may be required in
order for such broker-dealer to comply with the requirements of the Rules.


 


(v)  The Company shall use its reasonable best
efforts to take all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby.


 


4.  Registration
Expenses.  The Company shall
bear all fees and expenses incurred in connection with the performance of its
obligations under Sections 1 through 3 hereof (including the reasonable fees
and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the
Initial Purchasers, incurred in connection with the Registered Exchange Offer),
whether or not the applicable Exchange Offer Registration Statement or a Shelf
Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered
thereby for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Initial
Securities covered thereby to act as counsel for the Holders of the Initial
Securities in connection therewith.


 


5.  Indemnification.
 (a) 
The Company agrees to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any
losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Securities) to
which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus or “issuer
free writing prospectus” (as defined in Rule 433 under the Securities Act) (an “Issuer FWP”) relating to a Shelf
Registration, or arise out of, or are based upon, the omission or


 


10

















 


alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided,
however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus or Issuer FWP relating to a Shelf Registration in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein and (ii) with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained
in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such Securities was required to be
delivered (including through satisfaction of the conditions of Rule 172 under
the Securities Act) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim,
damage or liability of such Holder or Participating Broker-Dealer results from
the fact that there was not sent or given to such person, at or prior to the
time of the sale of such Securities to such person, an amended or supplemented
prospectus, or, if permitted by Section 3(d) hereof, and Issuer FWP correcting
such untrue statement or omission or alleged untrue statement or omission if
the Company had previously furnished copies thereof to such Holder or
Participating Broker-Dealer; provided
further, however, that
this indemnity agreement will be in addition to any liability which the Company
may otherwise have to such Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.


 


(b)  Each Holder of the Securities, severally and
not jointly, will indemnify and hold harmless the Company, its directors and
officers (including directors (or equivalent) and officers of the Guarantors)
and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Company, its
directors and officers (including directors (or equivalent) and officers of the
Guarantors), or any such controlling person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company for any legal
or other expenses reasonably incurred by the Company or any such controlling
person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity agreement will be in
addition to any liability which such Holder may otherwise have to the Company,
its directors and officers (including directors (or equivalent) and officers of
the Guarantors), or any of its controlling persons.


 


(c)  Promptly after receipt by an indemnified
party under this Section 5 of notice of the commencement of any action or
proceeding (including a governmental investigation), such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the failure to notify the indemnifying party shall
not relieve the indemnifying party from any liability that it may have under
subsection (a) or (b) above except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided  further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise


 


11

















 


than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 5 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the contrary; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the indemnifying party shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all indemnified parties, and that
all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for any Initial Purchaser, its affiliates, directors and officers
and any control persons of such Initial Purchaser shall be designated in
writing by BAS and any such separate firm for the Company and its directors and
officers (including directors (or equivalent) and officers of the Guarantors),
and any control persons of the Company shall be designated in writing by the
Company. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement (i) includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)  If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii)
if the allocation provided by the foregoing clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand or such Holder or such other indemnified party, on
the other, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within


 


12

















 


the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within
the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each director and officer
of the Company and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.


 


(e)  The agreements contained in this Section 5
shall survive the sale of the Securities pursuant to a Registration Statement
and shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.


 


6.  Additional
Interest Under Certain Circumstances.  (a) 
Additional interest (the “Additional
Interest”) with respect to the Initial Securities of a given series
shall be assessed as follows if any of the following events occur in respect of
such series (each such event in clauses (i) through (iii) below a “Registration Default”):


 


(i)  any Shelf Registration Statement required by
this Agreement is not declared effective by the Commission on or prior to the
applicable Effectiveness Deadline;


 


(ii)  the Registered Exchange Offer required by
this Agreement has not been consummated on or prior to the Consummation
Deadline; or


 


(iii)  any Registration Statement required by this
agreement has been declared effective and (A) such Registration Statement thereafter
ceases to be effective; or (B) such Registration Statement or the related
prospectus ceases to be usable in connection with resales of Transfer
Restricted Securities during the periods specified herein because either (1)
any event occurs as a result of which the related prospectus forming part of
such Registration Statement would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, or (2) it shall be necessary to amend such Registration Statement
or supplement the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.


 


Except during any Shelf
Suspension Period referred to in Section 2(c), Additional Interest shall accrue
on the Initial Securities of the relevant series over and above the interest
set forth in the title of the Securities of that series from and including the
date on which any such Registration Default shall occur, at a rate of 0.25% per
annum for the first 90-day period immediately following the occurrence of such
Registration Default, and such rate will increase by an additional 0.25% per
annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Additional Interest rate of 1.0% per
annum.


 


(b)  A Registration Default referred to in Section
6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in
relation to a Shelf Registration Statement or the related prospectus if (i)
such Registration Default has occurred solely as a result of (x) the filing of
a post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material
events with respect to the Company that would need to be described in such
Shelf Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events. Upon the cure of all Registration Defaults in respect of
Securities, additional interest shall cease to accrue in respect of Initial
Securities.


 


(c)  Any amounts of Additional Interest due
pursuant to Section 6(a) above will be payable in cash on the regular interest
payment dates with respect to the Initial Securities. The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount


 


13

















 


of the Initial Securities of
the relevant series, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.


 


(d)  “Transfer
Restricted Securities” means each Security of a given series until
(i) the date on which such Transfer Restricted Security has been exchanged by a
person other than a broker-dealer for a freely transferable Exchange Security
of the same series in the Registered Exchange Offer with respect to such
series, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer with respect to such series of an Initial Security for an
Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement with respect to such series, (iii) the date on which such Initial
Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement or (iv) the date on
which such Initial Securities is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act.


 


(e)  Notwithstanding any other provisions of this
Section 6, the Company shall not be obligated to pay Additional Interest
provided in Section 7(a)(ii) during a Shelf Suspension Period permitted by
Section 2 hereof.


 


7.  Rules 144
and 144A.  The Company shall
use its reasonable best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the
request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rules 144 and 144A. The Company covenants that it will take such further
action as any Holder of Initial Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Initial
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register
any of its securities pursuant to the Exchange Act.


 


8.  Underwritten
Registrations.  If any of the
Transfer Restricted Securities covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing Underwriters”) will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.


 


No person may participate in
any underwritten registration hereunder unless such person (i) agrees to sell
such person’s Transfer Restricted Securities on the basis reasonably provided
in any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


9.  Miscellaneous.


 


(a)  Amendments
and Waivers.  The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by
the Company and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents.


 


(b)  Notices.
 All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


 


14
















 


(1)                                  if to a Holder of the
Securities, at the most current address given by such Holder to the Company.


 


(2)                                  if to the Initial Purchasers:


 


Banc of America Securities
LLC


9 West 57th Street


New York, NY 10019


Fax No.: Jami Friedman


Attention: Legal Department


 


with a copy to:


 


Cravath, Swaine & Moore
LLP


825 Eighth Avenue


Worldwide Plaza


New York, NY 10019-7475


Fax No.: (212) 474-3700


Attention: Craig F. Arcella


 


(3)                                  if to the Company, at its address as follows:


 


Bausch & Lomb
Incorporated


One Bausch & Lomb Place


Rochester, NY 14604


Fax No.: (585) 338-0810


Attention: Efrain Rivera


Copy to: Robert B. Stiles


 


with a copy to:


 


Cleary Gottlieb Steen &
Hamilton LLP


One Liberty Plaza


New York, NY 10006


Fax No.: (212) 225-3999


Attention: Jeffrey D. Karpf


 


All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; three business days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day delivery.


 


(c)  No
Inconsistent Agreements.  The
Company has not, as of the date hereof, entered into, nor  shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the rights granted to the
Holders herein or otherwise conflicts with the provisions hereof.


 


(d)  Successors
and Assigns.  This Agreement
shall be binding upon the Company and its successors and assigns.


 


(e)  Counterparts.
 This Agreement may be executed in any
number of counterparts and by the  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.


 


(f)  Headings.
 The headings in this Agreement are for
convenience of reference only and shall not  limit or otherwise affect the meaning hereof.


 


15

















 


(g)  Governing Law.
 THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED  IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(h)  Severability.
 If any one or more of the provisions
contained herein, or the application thereof  in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby.


 


(i)  Securities
Held by the Company.  Whenever
the consent or approval of Holders of a specified  percentage of principal amount of Securities
is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings
of such Securities) shall not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


(j)  Submission
to Jurisdiction;  Waiver of Immunities.
Each of the parties hereto hereby submits  to the non-exclusive jurisdiction of the Federal and state courts in
the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated
hereby. To the extent that any such party may acquire any immunity from
jurisdiction of any court or
from any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such
immunity in respect of this Agreement, to the fullest extent permitted by law.


 


16

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return
to the Company a counterpart
hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several
Initial Purchasers and the Issuer and the Guarantors in accordance with its terms.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WP PRISM MERGER SUB INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Sean D. Carney

  
	
   

  	
   

  	
   

  	
  Name:

  	
   Sean D. Carney

  
	
   

  	
   

  	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B&L CRL Inc.

  
	
   

  	
  B&L Financial Holdings
  Corp. 

  
	
   

  	
  B&L SPAF Inc. 

  
	
   

  	
  B&L VPLex Holdings,
  Inc. 

  
	
   

  	
  Bausch & Lomb China,
  Inc. 

  
	
   

  	
  B&L CRL Partners L.P.

  
	
   

  	
  B & L Domestic
  Holdings Corp. 

  
	
   

  	
  Bausch & Lomb Realty
  Corporation

  
	
   

  	
  Bausch & Lomb South
  Asia, Inc. 

  
	
   

  	
  Bausch & Lomb
  Technology Corporation

  
	
   

  	
  Iolab Corporation

  
	
   

  	
  RHC Holdings, Inc. 

  
	
   

  	
  Sight Savers, Inc.

  
	
   

  	
  Wilmington Management
  Corp. 

  
	
   

  	
  Wilmington Partners L.P. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Jean F. Geisel

  
	
   

  	
   

  	
   

  	
  Name:

  	
   Jean F. Geisel

  
	
   

  	
   

  	
   

  	
  Title:

  	
   Secretary

  



 


17

















 


The undersigned hereby
acknowledges and agrees  that,
upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and
obligations of the Company set
forth herein and that all references herein and that all references hereinto the “Company” shall thereupon be deemed to be references to
the undersigned.


 


	
  BAUSCH & LOMB
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   /s/ Efrain Rivera

  	
   

  
	
   

  	
  Name: Efrain Rivera

  	
   

  
	
   

  	
  Title: Senior Vice
  President and 

  Chief Financial Officer

  	
   

  
				



 


18

















 


The foregoing Registration
Rights  Agreement is
hereby confirmed and accepted as
of the date first above written.


 


BANC OF AMERICA SECURITIES
LLC


CREDIT SUISSE SECURITIES (USA)
LLC


CITIGROUP GLOBAL MARKETS
INC.


J.P. MORGAN SECURITIES INC.,


 


 


	
  BY BANC OF AMERICA
  SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Aaron Payton

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Aaron Payton

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Principal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY CREDIT SUISSE SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Hayes Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Hayes Smith

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY CITIGROUP GLOBAL MARKETS INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Adam Berger

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Adam Berger

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY J.P. MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Daniel M. Hochstadt

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Daniel M. Hochstadt

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Executive Director

  	
   

  



 


19

















 


ANNEX
A


 


Each broker-dealer that
receives Exchange Securities for its own account pursuant to the  Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of Exchange Securities received in exchange for Initial Securities where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will
make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”


 

















 


ANNEX
B


 


Each broker-dealer that
receives Exchange Securities for its own account in exchange for Initial
Securities, where such Initial
Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan
of Distribution.”


 

















 


ANNEX
C


 


PLAN
OF DISTRIBUTION


 


Each broker-dealer that
receives Exchange Securities for its own account pursuant to the  Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were
acquired as a result of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                   
, 200[•], all dealers
effecting transactions in the Exchange
Securities may be required to deliver a prospectus.(1)


 


The Company will not receive
any proceeds from any sale of Exchange Securities by broker-dealers.  Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions, through the writing
of options on the Exchange Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any
such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.


 


For a period of 180 days
after the Expiration Date the Company will promptly send additional  copies of this Prospectus and any amendment
or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.


 






(1)          In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.


 

















 


ANNEX
D


 


CHECK HERE IF YOU ARE A
BROKER-DEALER AND WISH TO RECEIVE 10  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and
does not intend to engage in, a
distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities
for its own account in exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus,
the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.


 

















 


SCHEDULE I


 


List of Subsidiary Guarantors


 


B&L CRL Inc.


B&L Financial Holdings
Corp.


B&L SPAF Inc.


B&L VPlex Holdings, Inc.


Bausch & Lomb China, Inc.


B&L CRL Partners L.P.


B & L Domestic Holdings
Corp.


Bausch & Lomb
International Inc.


B&L Minority Dutch
Holdings LLC


Bausch & Lomb Realty
Corporation


Bausch & Lomb South
Asia, Inc.


Bausch & Lomb Technology
Corporation


Iolab Corporation


RHC Holdings, Inc.


Sight Savers, Inc.


Wilmington Management Corp.


Wilmington Partners L.P