Amended And Restated Inter-company Loan Agreement

AMENDED AND RESTATED INTER-COMPANY LOAN AGREEMENT


This Amended and Restated Inter-Company Loan Agreement (this "AGREEMENT") is made and entered into effective as of June 1, 1999 (the "EFFECTIVE DATE") by and between Ocular Sciences, Inc., a Delaware corporation ("OSI"), and Precision Lens Manufacturing & Technology, Inc., a Barbados corporation ("PLMT"), and replaces and supersedes in its entirety that certain Inter-Company Loan Agreement dated as of March 1, 1999 (the "ORIGINAL DATE") by and between OSI and PLMT.


RECITALS


WHEREAS, on March 1, 1999 PLMT entered into an Inter-Company Loan Agreement providing for the loan of up to $20,000,000 from OSI to PLMT and PLMT executed and delivered to OSI a Revolving Promissory Note in the principal sum of $20,000,000 (the "ORIGINAL NOTE");


WHEREAS, PLMT now wishes to borrow up to an additional $70,000,000 from OSI, its parent corporation, from time to time, on and subject to the terms and conditions contained in this Agreement;


WHEREAS, OSI is willing to provide loans of up to an aggregate of $90,000,000 to PLMT from time to time, on and subject to the terms and conditions contained in this Agreement;


NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, OSI and PLMT hereby agree as follows:


1. CERTAIN DEFINITIONS. As used herein:


1.1 BUSINESS DAY. The term "BUSINESS DAY" means any day other than a Saturday, Sunday, or other day on which commercial banks in San Mateo County, California are authorized or required by law to close.


1.2 LOAN DOCUMENTS. The term "LOAN DOCUMENTS" means, collectively, this Agreement, the Replacement Note (as defined below) executed and delivered pursuant hereto and any other documents executed or delivered by OSI or PLMT pursuant to this Agreement or in connection with any Loan (as defined below).


1.3 LOAN PERIOD. The term "LOAN PERIOD" means that period of time beginning on the Original Date and ending on the Maturity Date.


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1.4 MATURITY DATE. The term "MATURITY DATE" means that date which is the earlier to occur of: (a) March 1, 2004; (b) the sale of all or substantially all the assets of PLMT; (c) the merger or consolidation of PLMT with or into another company or other reorganization of 1.5 PLMT following which the shareholders of PLMT immediately prior to such transaction do not own at least 51% of the company emerging as the survivor or parent company in such transaction; (d) the date the OSI Loan Facility (as defined in Section 2.1) is terminated pursuant to Section 5.2(a); (e) the date on which OSI declares the entire unpaid principal amount and all accrued interest on an outstanding Note immediately due and payable in full pursuant to the terms of such Note or under Section 5.2(b), or such amount otherwise becomes immediately due and payable in full; or (f) the date on which OSI and PLMT mutually agree to terminate this Agreement.


2. AMOUNT AND TERMS OF LOAN.


2.1 OSI LOAN FACILITY. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of PLMT set forth in this Agreement, OSI agrees to make loans of funds to PLMT, in each case subject to the sole discretion of OSI, during the Loan Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount outstanding at any one time not to exceed Ninety Million Dollars (US$90,000,000). Loans may be requested and drawn down by PLMT as and when PLMT needs such sums for general corporate purposes upon two (2) Business Days written notice to OSI. OSI in its sole discretion, for any reason or no reason and without liability to PLMT, may refuse to provide one or more Loans requested by PLMT. OSI's obligation to consider requests for Loans to PLMT under this Agreement is referred to as the "OSI LOAN FACILITY". PLMT's indebtedness to OSI for Loans advanced by OSI under this Agreement will be evidenced by a Promissory Note of PLMT in the form attached hereto as Exhibit "A" (the "REPLACEMENT NOTE").


2.3 MATURITY. Unless payment thereof is accelerated or otherwise becomes due earlier under the terms of this Agreement (including but not limited to the provisions of Section 5.2), the unpaid principal amount of all Loans and all unpaid interest accrued thereon, together with any other fees, expenses or costs incurred in connection therewith, will be immediately due and payable to OSI in full on the earlier of the Maturity Date or the Payment Date set forth in the Replacement Note.


2.4 CANCELING OR REDUCING LOAN FACILITY. Upon ten (10) calendar days written notice to PLMT, OSI may cancel the OSI Loan Facility or reduce the amount of the OSI Loan Facility. Upon OSI providing a notice electing to cancel the amount of the OSI Loan Facility made available to PLMT hereunder, the Replacement Note shall be deemed automatically converted, without further action required on the part of either party hereto, into a non-revolving fixed promissory note, due on the Payment Date set forth in such Replacement Note, in a principal amount equal to then aggregate principal amount of all Loans outstanding


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under such Replacement Note plus accrued interest thereon, and will bear interest from such date forward at the rate specified in such Replacement Note, and no further Loans will be made by OSI to PLMT under such Replacement Note or this Agreement. Upon OSI providing a notice electin ...