**Exhibit
        (10)-aa**
 
 **LETTER
        WAIVER**
 
  Dated
        as
        of February 17, 2006
  To
        the
        banks, financial institutions
 and other institutional lenders
 (collectively, the " Lenders ")
 parties to the Credit Agreement
 referred to below and to Citibank, N.A.,
 as agent (the " Agent ")
        for
        the Lenders
  Ladies
        and Gentlemen:
  We
        refer
        to the Five Year Credit Agreement dated as of July 26, 2005 (the " Credit
        Agreement ")
        among
        the undersigned and you. Capitalized terms not otherwise defined in this
        Letter
        Waiver have the same meanings as specified in the Credit Agreement.
  Reference
        is made to the Borrow's (1) press releases, dated October 26, 2005 and November
        3, 2005, and (2) filings with the U.S. Securities and Exchange Commision
        on Form
        8-K, dated October 27, 2005, November 29, 2005 and December 22, 2005, and
        on
        Form 12(b)-25, dated November 3, 2005, related to its subsidiary, BL Industria
        Otica, Ltda (" BLIO "),
        (3)
        press release dated December 22, 2005, related to its subsidiary Bausch &
Lomb Korea Co. Ltd. (" BL
        Korea "),
        press
        release dated January 26, 2006 related to the Borrower's expected reporting
        of
        preliminary 2005 fourth quarer results and 2005 full year results in March
        2006
        and the Borrower's related investigations (collectively the " Announcements ").
        The
        events, include, without limitation, allegations of improper management,
        improper accounting and unpaid taxes of BLIO, and improper sales practices
        at BL
        Korea, and have resulted in the need for the Borrower to delay delivery of
        its
        2005 fourth quarter and 2005 full year financial statements to you under
        the
        Credit Agreement, have resulted in the delay of certain of the Borrower's
        filings with the Securities and Exchange Commission and will require the
        Borrower to restate its financial statements for prior periods, and that
        such a
        restatement will also require that out-of-period entries made in prior periods,
        unrelated to the BLIO or BL Korea events, be reclassified to the appropriate
        prior period. The Borrower has requested, and the Required Lenders have agreed,
        to waive the impact of the matters described in the Announcements, including,
        without limitation, the impact of the events described in the foregoing
        sentence, to the extent that any restatements of the Borrower's financial
        statements for prior financial periods do not result in redutions in profits
        after tax of the Borrower of more than $50,000,000 in aggregate and, with
        respect to the delay in delivery of the financial statements required to
        be
        delivered under the Credit Agreement, to the extent that any delay in delivery
        or filing does not extend beyond May 31, 2006 (the " Waived
        Matters ").
  Your
        execution of this Letter Waiver evidences your agreement to waive, solely
        for
        the period commencing on July 26, 2005 through the Waiver Termination Date
        (as
        defined below), and solely with respect to Waived Matters, any breach of
        the
        Credit Agreement (including, without limitation, any misrepresentation or
        any
        breach of covenant) or any Event or Default that may arise
        therefrom.
  On
        the
        Waiver Termination Date, without any further action by the Agent and the
        Lenders, all of the terms and provisions set forth in the Credit Agreement
        with
        respect to Defaults thereunder that are waived under the immediately preceding
        paragraph and not cured prior to the Waiver Termination Date shall have the
        same
        force and effect as if this Letter Waiver had not been entered into by the
        parties hereto, and the Agent and the Lenders shall have all of the rights
        and
        remedies afforded to them under the Credit Agreement with respect to any
        such
        Defaults as though no waiver had been granted by them hereunder. The
        " *Waiver
        Termination Date* "
        is the
        earliest of (a) May 31, 2006 (6:00 p.m. (Rochester, New York time)), (b)
        the
        Borrower's delivery of the management certification required under the Credit
        Agreement confirming compliance with the terms of the Credit Agreement (as
        modified by this Letter Waiver and incorporating all waivers granted hereunder)
        together with the filing of the Borrower's 2005 Annual Report on Form 10-K
        (the
        " 2005
        10-K "),
        (c)
        the date, if any, that holders of any Debt outstanding in a principal or
        notional amount of at least $50,000,000 shall accelerate or give notice of
        acceleration of such Debt and (d) April 3, 2006, but only if (x) the Borrower
        fails to file its 2005 10-K on or prior to March 31, 2006 (by 6:00 p.m.
        Rochester, New York time) and (y)
        the
        Borrower has failed to pay to the Agent, for the ratable account for the
        Lenders, the one-time fee equal to 0.05% of the aggregate commitments as
        described below.
  The
        2005
        10-K will contain financial statements for 2005 and restated financial
        statements for certain prior periods. Accordingly, in addition to the waiver
        granted above, your execution of this Letter Waiver evidences (a) your agreement
        to permanently and irrevocably waive the reporting requirements of Section
        5.01(h)(i) and (ii) of the Credit Agreement for 2005 and those portions of
        2006
        prior to the filing of the 2005 10-K and (b) your acknowledgement that the
        Borrower's filing of the 2005 10-K will satisfy Borrower's reporting
        requirements under, and constitutes the timely delivery of such reports required
        under, Section 5.01(h)(i) and (ii) of the Credit Agreement for the period
        from
        July 26, 2005 through the date the 2005 10-K is filed. In addition, since
        the
        2005 10-K will contain restate financial statements for certain prior periods,
        including but not limited to the Borrower's 2004 fiscal year, upon the filing
        of
        that annual report, you agree to permanently and irrevocably waive any
        misrepresentation of Section 4.01(e) of the Credit Agreement, or any Event
        of
        Default arising therefrom, to the extent related to the matters described
        in the
        Announcements.
  As
        further consideration for this Letter Waiver, in the event that the Borrower
        has not filed the 2005 10-K by March 31, 2006 at 6:00 p.m. (Rochester, New
        York
        time), the Borrower
        will agree to pay a one-time fee equal to 0.05% of their aggregate commitments
        to each Lender that has executed this Letter Waiver. Payment of such amounts
        will be due on April 3, 2006.
  This
        Letter Waiver shall become effective as of the date first above written when,
        and only when, the Agent shall have received counterparts of this Letter
        Waiver
        executed on behalf of the Borrower and the Required Lenders or, as to any
        of the
        Lenders, advice satisfactory to the Agent that such Lender has executed this
        Letter Waiver. The effectiveness of this Letter Waiver is conditioned upon
        the
        accuracy of the factual matters described herein in all material respects.
        This
        Letter Waiver is subject to the provisions of Section 8.01 of the Credit
        Agreement.
  The
        Credit Agreement and the Notes, except to the extent of the waiver specifically
        provided above, are and shall continue to be in full force and effect and
        are
        hereby in all respects ratified and confirmed. The execution, delivery and
        effectieness of this Letter Waiver shall not, except as expressly provided
        herein, operate as a waiver of any right, power or remedy of any Lender or
        the
        Agent under the Credit Agreement, nor constitute a waiver of any provision
        of
        the Credit Agreement.
  If
        you
        agree to the terms and provisions of this Letter Waiver, please evidence
        such
        agreement by executing and returning at least two counterparts of this Letter
        Waiver to Susan Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New
        York, New York 10022.
  With
        respect to the Waived matters, nothing in this Letter Waiver shall constitute
        an
        admission (1) of liability with respect to the Waived matters, (2) that a
        breach
        of any representation, warranty, covenant or other provisions of the Credit
        Agreement has occurred or (3) that an Event of Default has occurred under
        the
        Credit Agreement.
  This
        Letter Waiver shall represent the entire agreement with respect to the matters
        contained herein and shall supersede any prior agreements whether written
        or
        oral. This Letter Waiver may be executed in any number of counterparts and
        by
        different parties hereto in separate counterparts, each of which when so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same agreement. Delivery of an executed counterpart
        of a
        signature page to this Letter Waiver by telecopier shall be effective as
        delivery of a manually executed counterpart of this Letter Waiver.
    
  This
        Letter Waiver shall be governed by, and construed in accordance with, the
        laws
        of the State of New York.
  Very
        truly yours,
  BAUSCH
        & LOMB INCORPORATED
  By /s/
        Efrain Rivera
 Title:
        Vice President & Treasurer
 Signed:
        February 24, 2006
  Agreed
        as
        of the date first above written:
  CITIBANK,
        NA.,
  as
        Agent
        and as Lender
  By __/s/
        Robert A. Kane____________
 Title:
        Vice President and Managing Director
 
 KEYBANK
        NATIONAL ASSOCIATION
 
 By __/s/
        Marianne T. Meil__________
 Title:
        Vice President
 
 BARCLAYS
        BANK PLC
 
 By __/s/
        David Barton ______________
 Title:
        Associate Director
 
 THE
        BANK
        OF TOKYO-MITSUBISHI TRUST
 COMPANY
 
 By___ /s/
        Harumi Kambara  __________
 Title:
        Assistant Vice President
 
 JPMORGAN
        CHASE BANK, N.A.
 
 By __/s/
        Bruce Yoder______________
 Title:
        Vice President
 
 MIZUHO
        CORPORATE BANK, LTD.
 
 By___ /s/
        Raymond Ventura __________
 Title:
        Deputy General Manager
 
  
  U.S.
        BANK
        NATIONAL ASSOCIATION
 
 By ___/s/
        Eric Cosgrove___________
 Title:
        Assistant Vice President
 
 ALLIED
        IRISH BANKS, P.L.C.
 
 By___ /s/
        Germain Reusch________    By___ /s/
        Denise Magyer________
 Title:
        Director      Title:
        Vice President
 
 HSBC
        BANK
        USA, NATIONAL ASSOCIATION
 
 By ___/s/
        John Carrol_____________
 Title:
        Vice President
 
 THE
        NORTHERN TRUST COMPANY
 
 By /s/
        Ashish S. Bhagwat
 Title:
        Vice President