Exhibit
10.11


 


FIRST AMENDMENT


TO CREDIT AGREEMENT


 


This First Amendment to Credit Agreement is entered
into as of March 30, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC.
(“Borrower”), and COMERICA BANK-CALIFORNIA, a California banking corporation,
as the Agent for the Lenders (“Bank”).


 


RECITALS


 


Borrower, Bank, and Lenders are parties to that
certain Credit Agreement dated as of April 16, 2002, as amended from time to
time (the “Agreement”).  The parties
desire to amend the Agreement in accordance with the terms of this
Amendment.  Borrower, Bank, and Lenders
are also parties to that certain Pledge dated as of April 16, 2002, as amended
from time to time (the “Pledge Agreement”).


 


NOW, THEREFORE, the parties agree as follows:


 


1.             Section 5.1(c) of the Agreement is
hereby amended in its entirety to read as follows:


 


“(c) Minimum Quick Ratio.    Borrower shall not cause, permit or suffer
the Quick Ratio as of each Fiscal Quarter End Date to be less than (i) 0.75 to
1.00 from the Closing Date through December 31, 2002; (ii) 0.65 to 1.00 for the
quarter ending March 31, 2003; (iii) 0.70 to 1.00 for the quarter ending and
June 30, 2003; (iv) 0.80 to 1.00 for the quarters ending September 30, 2003 and
December 31, 2003; and (v) 1.00 to 1.00 thereafter.”


 


2.             Exhibit D-1 Form of Compliance
Certificate attached to the Agreement hereby is replaced with Exhibit D-1
attached hereto.


 


3.             Unless otherwise defined, all
capitalized terms in this Amendment shall be as defined in the Agreement.  Except as amended, the Agreement remains in
full force and effect.  The Pledge
Agreement remains in full force and effect.


 


4.             Borrower represents and warrants
that the representations and warranties contained in the Agreement and the
Pledge Agreement are true and correct as of the date of this Amendment, and
that no Event of Default has occurred or is continuing.


 


5.             This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.


 


6.             As a condition to the effectiveness
of this Amendment, Bank shall have received, in form and substance satisfactory
to Bank, the following:


 


(a)           this
Amendment, duly executed by Borrower;


 


(b)           an
Affirmation of Guaranty, in the form attached hereto;


 


1

















 


(c)           an
amount equal to all Bank Expenses incurred to date; and


 


(c)           such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.


IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the first date above written.


 


	
   

  	
  OCULAR SCIENCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SIDNEY LANDMAN

  	
   

  
	
   

  	
  Name:

  	
  Sidney Landman

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer/Corp. Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK-CALIFORNIA,

  as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN ESPOSITO

  	
   

  
	
   

  	
  Name:

  	
   John Esposito

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST COMPANY,

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CAROLYN D. GRANT

  	
   

  
	
   

  	
  Name:

  	
  Carolyn D. Grant

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


EXHIBIT D-1


 


FORM
OF COMPLIANCE CERTIFICATE


 


This Compliance
Certificate is being delivered by the undersigned, an Authorized Officer of
Ocular Sciences, Inc. (referred to herein as “Ocular Sciences” and, the
“Borrower”), on behalf Borrower and its Subsidiaries, to Comerica
Bank-California (the “Agent”) pursuant to Section 5.2(c) of that
certain Credit Agreement, dated as of April 16, 2002, by and among the
Borrowers , the Lenders (as defined in the Credit Agreement) and the Agent (as
amended or modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not
otherwise defined herein shall have the same meanings as set forth in the
Credit Agreement.


 


Borrower hereby certifies
and warrants to the Lenders, on behalf of the Borrower and each Subsidiary, as
follows:


 


1.             The representations and warranties contained in Article
IV of the Credit Agreement and Article III of the Pledge Agreement are true and
correct in all material respects on and as of the date of this Compliance
Certificate (or, in the case of representations and warranties stated as having
been made only on the execution date of the Credit Agreement or the Pledge
Agreement, on the execution date of such Agreement).


 


2.             No event has occurred and is continuing which
constitutes an Event of Default or a Potential Default.


 


3.             Since [the most recent Fiscal Quarter End Date], there
has been no Material Adverse Change.


 


4.             All Loan Documents are in full force and effect.


 


5.             The following is a true and correct computation of the
ratios and financial tests contained in the Credit Agreement as
of             ,
20    (the “Fiscal Quarter End Date”):


 


[The
remainder of this page left blank intentionally]


 

















 


(a)           Section
5.1(a) – Total Funded Debt to EBITDA.


 


	
  (i)

  	
   

  	
  Total amount of all
  Debt of Ocular Sciences and its consolidated Subsidiaries as of the Fiscal
  Quarter End Date relating to (A) the borrowing of money and letters of credit
  and (B) Capital Leases, all determined in accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  EBITDA (calculated on a
  rolling four (4) Fiscal Quarter basis) determined in accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Total Funded Debt to
  EBITDA as of the Fiscal Quarter End Date [Item (i) divided by
  Item (ii)]:

  	
   

  	
              :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  The ratio in
  Item (iii) must not be greater than:

  	
   

  	
  2.00:1.00

  	
   

  



 

















 


(b)           Section
5.1(b) – Cash Flow Coverage Ratio


 


	
  (i)

  	
   

  	
  Consolidated Net Income
  for the four consecutive Fiscal Quarters ending on the Fiscal Quarter End
  Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  To the extent deducted
  in (i) above, depreciation, Consolidated Interest Expense and amortization
  for the four consecutive Fiscal Quarters ending on the Fiscal Quarter End
  Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  All non-cash charges of
  Ocular Sciences and its consolidated Subsidiaries required by GAAP relating
  to dispositions of property, plant and equipment for the four consecutive
  Fiscal Quarters ending on the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Preferred stock
  dividends paid or payable to a Person not in the Ocular Sciences Group by
  Ocular Sciences or any of its consolidated Subsidiaries during the four
  consecutive Fiscal Quarters ending on the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Stock repurchases
  and/or buy backs by Ocular Sciences during the four consecutive Fiscal
  Quarters ending on the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Cash Flow for the four
  consecutive Fiscal Quarters ending on the Fiscal Quarter End Date
  [Item (i) plus Item (ii) plus Item (iii) minus
  Item (iv) minus Item (v)]:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  The current portion of
  long term debt and Capital Leases as at the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  Cash Flow Coverage
  Ratio as of the Fiscal Quarter End Date [Item (vi) divided by
  Item (vii)]:

  	
   

  	
              :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  The ratio in
  Item (viii) must not be less than:

  	
   

  	
  2.00:1.00

  	
   

  



 

















 


(c)           Section 5.1(c) -
Minimum Quick Ratio


 


	
  (i)

  	
   

  	
  The sum of unrestricted
  cash and unrestricted Permitted Cash Investments of Ocular Sciences and its
  consolidated Subsidiaries as of the Fiscal Quarter End Date as determined in
  accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Trade accounts
  receivable (net of applicable reserves therefor) of Ocular Sciences and its
  consolidated Subsidiaries as of the Fiscal Quarter End Date as determined in
  accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Item (i) plus
  Item (ii):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Current liabilities
  (excluding the aggregate principal amount of Revolving Advances or Term
  Advance outstanding under the Credit Agreement) of Ocular Sciences and its
  consolidated Subsidiaries as of the Fiscal Quarter End Date as determined in
  accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  The aggregate principal
  amount of Revolving Advances and Term Advances outstanding under the Credit
  Agreement:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Item (iv) plus
  Item (v):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  Quick Ratio as of the
  Fiscal Quarter End Date [Item (iii) divided by Item (vi)]:

  	
   

  	
               :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  The ratio in
  Item (vii) must not be less than:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i) Closing Date
  through December 31, 2002

  (ii) for the quarter ending March 31, 2003:

  (iii) for the quarter ending June 30, 2003:

  (iv) for the quarter ending September 30, 2003 and December 31, 2003:

  (v) thereafter:

  	
   

  	
  0.75:1.00

  0.65:1.00;

  0.70:1.00

  0.80:1.00

  1.00:1.00

  	
   

  



 

















 


(d)           Section
5.1(d) - Minimum Tangible Effective Net Worth


 


	
  (i)

  	
   

  	
  Base amount:

  	
   

  	
  $

  	
  160,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Cumulative Consolidated
  Net Income (but without taking into account any losses incurred during any
  Fiscal Quarter), commencing with the Fiscal Quarter ending on December 31,
  2001, and ending with the Fiscal Quarter ending on the Fiscal Quarter End
  Date of measurement:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  70% of Item (ii):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  100% of the net cash
  proceeds from any Equity Issuance after the Closing Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Item (i) plus
  Item (iii) plus Item (iv):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Net book value of all
  assets of Ocular Sciences and its consolidated Subsidiaries as of the Fiscal
  Quarter End Date as determined in accordance with GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  Intangible Assets as of
  the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  Consolidated Total Debt
  as of the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  Subordinated Debt as of
  the Fiscal Quarter End Date:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  Tangible Effective Net
  Worth as of the Fiscal Quarter End Date [Item (vi) minus
  Item (vii) minus Item (viii) plus Item (ix)]:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  The amount in
  Item (x) may not be less than the amount in Item (v).

  	
   

  	
  Complies:

  

  Yes/No

  	
   

  



 


2

















 


(e)           Section
5.1(e) – Minimum Assets.


 


	
  (i)

  	
   

  	
  Total value of assets
  of Ocular Sciences, Inc.,  determined
  in accordance with GAAP (after excluding any intercompany receivables and any
  Investments in or between Subsidiaries):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Total value of assets
  of Ocular Sciences Puerto Rico, 
  determined in accordance with GAAP (after excluding any intercompany
  receivables and any Investments in or between Subsidiaries):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Total value of assets
  of SunSoft, Inc., determined in accordance with GAAP (after excluding any
  intercompany receivables and any Investments in or between Subsidiaries):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  The sum of
  Item (i) plus Item (ii) plus Item (iii) must not be less
  than:

  	
   

  	
  $

  	
  75,000,000

  	
   

  



 


The undersigned has reviewed the terms of the Credit
Agreement and has made, or caused to be made under his/her supervision, a review
in reasonable detail of the transactions and condition of the Borrowers and its
Subsidiaries during the Fiscal Quarter covered by this Compliance Certificate.


 

















 


IN WITNESS WHEREOF, Borrower has caused this
Compliance Certificate to be executed and delivered, and the certifications and
warranties contained herein to be made, as of
this          day of
               ,
20   .


 


	
  OCULAR SCIENCES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 

















 


AFFIRMATION OF GUARANTY


 


This AFFIRMATION OF GUARANTY is made as of March 30,
2003, by the undersigned (each, a “Guarantor” and collectively, the
“Guarantors”) for the benefit of Comerica Bank-California (“Bank”).


 


RECITALS


 


Bank and Ocular Sciences, Inc. (“Borrower”) are
parties to that certain Credit Agreement dated as of April 16, 2002, as amended
from time to time (the “Credit Agreement”). 
Guarantors executed for the benefit of Bank an Subsidiary Guaranty dated
as of even date with the Credit Agreement (as amended from time to time, the
“Guaranty”), guarantying Borrower’s obligations under the Credit Agreement,
plus reasonable attorneys’ fees and expenses incurred in enforcing Bank’s
rights under the Guaranty.  Borrower and
Bank propose to enter into an First Amendment to Credit Agreement of even date
herewith (the “Amendment”), which amends the Loan Agreement by, among other
things, amending a financial covenant set forth in the Credit Agreement.  Bank has agreed to enter into the Amendment
provided, among other things, that Guarantors consent to the entry by Borrower
into the Amendment and related documents and agree that the Guaranty will
remain effective.


 


AGREEMENT


 


NOW, THEREFORE, each Guarantor agrees as follows:


 


1.             Guarantor consents to the
execution, delivery and performance by Borrower of the Amendment and the
documents and instruments executed in connection therewith, as well as all
other amendments and modifications to the Credit Agreement. 


 


2.             The Guaranty is and shall remain in
full force and effect with respect to all of Borrower’s Obligations (as defined
in the Credit Agreement) as modified by the Amendment and otherwise.  Guarantor confirms that Guarantor has no
defenses against its obligations under the Guaranty. 


 


3.             Unless otherwise defined, all
capitalized terms in this Affirmation shall be as defined in the Guaranty. 


 


IN WITNESS WHEREOF, the undersigned Guarantors have
executed this Affirmation of Guaranty as of the first date above written.


 


	
   

  	
  OCULAR SCIENCES PUERTO
  RICO, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SIDNEY LANDMAN

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUNSOFT CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRAD JONES

  	
   

  
	
   

  	
  Title:

  	
  President & CEO