**Exhibit
      (10)-cc**





**LETTER
      WAIVER**








Dated
      as
      of May 15, 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, and the letter waivers thereunder
      dated November 23, 2005 (referred to herein as the “First Letter Waiver”) and
      February 17, 2006 (effective February 24, 2006 and referred to herein as the
      “Second Letter Waiver”). Capitalized terms not otherwise defined in this Letter
      Waiver have the same meanings as specified in the Credit Agreement, the First
      Letter Waiver and the Second Letter Waiver.




Reference
      is made to each of Borrower’s Announcements and the events described thereunder,
      and the prior definitions of Announcements are amended hereby to include
      Borrower’s: (i) press releases dated March 17, 2006, March 31, 2006, April 10,
      2006, April 13, 2006 and May 15, 2006 and (ii) Borrower’s filings with the U.S.
      Securities and Exchange Commission on Forms 12(b)-25, dated March 17, 2006
      and
      May 11, 2006, and on Forms 8-K, dated April 12, 2006, April 14, 2006, May 4,
      2006, May 8, 2006 and May 15, 2006.





In
      light
      of these events described in the Announcements, and other confidential
      information which Borrower disclosed to Agent and Lenders verbally and in
      writing prior to the date hereof under the terms of confidentiality agreements
      executed with each Lender (the “Confidential Disclosures”), Borrower has
      requested, and the Required Lenders hereby agree:





(i)
      to
      waive, for the period from July 26, 2005 through the Waiver Termination Date
      (as
      defined below), any Default that may have been caused by the breach of a
      representation or warranty or failure to perform any covenant under the
      following Sections of the Credit Agreement: 4.01(e), 4.01(f), 4.01(k), 4.01(m),
      5.01(a), 5.01(b), 5.01(f), 5.01(h)(i)-(ii), 5.01(h)(v), by reason of the events
      or circumstances described in the Announcements and Confidential Disclosures, provided , however ,
      that
      the waivers set forth in this clause (i) extend to matters related to BL
      Industria Otica, Ltda and Bausch & Lomb Korea Co. Ltd. described in the
      Announcements and Confidential Disclosures only to the extent that the impact
      of
      those matters do not result in reductions in profits after tax of Borrower
      of
      more than $50,000,000 in the aggregate;





(ii)
      that, prior to the Waiver Termination Date, Borrower’s non-performance of the
      covenants set forth in Section 5.01(h)(i) or (ii) by reason of the circumstances
      or events described in the Announcements and Confidential Disclosures shall
      not
      create or constitute a Default or an Event of Default under the Credit
      Agreement, and that no repayment of an Advance will be accelerated (as may
      be
      permitted under Section 6.01 of the Credit Agreement) as a result of any such
      non-performance, and that Borrower’s filing of its Form 10-K Annual Report for
      the fiscal year ended December 31, 2005 (the “2005 10-K”) prior to the Waiver
      Termination Date shall cure in their entirety any such non-performance;
      and





(iii)
      to
      waive any Default which may otherwise arise in the event that Borrower receives
      “Notice of Default” due to default of performance, or breach of, any covenant or
      warranty by Borrower under Section 501(4) of its Indenture with Citibank, N.A.,
      dated September 1, 1991, as supplemented and amended (the “Indenture”), so that
      receipt of a “Notice of Default” under the Indentures does not and will not
      constitute a Default or other failure by Borrower to satisfy the conditions
      precedent for any Borrowing or for each Lender to make an Advance under Section
      3.02 of the Credit Agreement.




The
      Waiver Termination Date as defined in the First
      Letter Waiver and Second Letter Waiver are superseded and the term "Waiver
      Termination Date" is hereby defined for all purposes as October 2,
      2006.




Notwithstanding
      the foregoing, in the event that Borrower receives notice of an “Event of
      Default” due to default of performance, or breach of, any covenant or warranty
      by Borrower under Section 501(4) of its Indenture, Borrower will immediately
      provide a copy of such notice to the Agent, and if: (a) Borrower fails to cure
      the defaults specified in such notice of an “Event of Default” within the 60-day
      period, (b) the Notice of Default has not been waived as provided in the
      Indenture, and (c) the Trustee, or holders of not less than 25% of the principal
      amount of outstanding securities under any series with an outstanding principal
      amount of at least $50,000,000 under the Indenture, have given to Borrower
      notice that the principal amount of such securities plus any accrued interest,
      is due and payable immediately, then the Agent upon request of the Required
      Lenders, or with the consent of the Required Lenders, may (i) declare the
      obligation of each Lender to make Advances (other than Advances by an Issuing
      Bank or a Lender pursuant to Section 2.03(c) of the Credit Agreement), and
      of
      the Issuing Banks to issue Letters of Credit to be terminated, and/or (ii)
      provide Borrower with a written notice declaring the Advances, all interest
      thereon and all other amounts payable under the Credit Agreement to be due
      and
      payable.





In
      addition to the foregoing, when filed with the SEC, Borrower’s 2005 10-K will
      contain restatements of prior period financial statements, including, without
      limitation, for the fiscal year 2004 (the “Restatements”). In addition to the
      waiver granted above, automatically and without further action by the parties
      hereto, upon the filing by Borrower of the 2005 10-K, your execution of this
      Letter Waiver evidences your permanent and irrevocable waiver of any
      misrepresentation of the matters set forth in Sections 4.01(e) and 4.01(k)
      of
      the Credit Agreement and any breach of Borrower’s covenants and agreements set
      forth in Sections 5.01(f) or 5.01(h) of the Credit Agreement with respect to
      periods covered thereby.





As
      further consideration for this Letter Waiver, Borrower hereby agrees to pay
      a
      fee equal to 0.10% of their aggregate commitments (the “Monthly Fee”) to each
      Lender that has executed this Letter Waiver on or before the Effective Date,
      as
      hereinafter defined. Payment of the Monthly Fee will be due and payable on
      June
      1, 2006 and on the first of each month thereafter that Borrower is delayed
      in
      filing its financial statements prior to the Waiver Termination Date.





This
      Letter Waiver shall become effective as of the date first above written when
      the
      Agent shall have received counterparts of this Letter Waiver executed on behalf
      of 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
      (“Effective Date”).





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
      effectiveness 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 matters waived hereunder, nothing in this Letter Waiver shall
      constitute an admission (1) of liability with respect to such matters, (2)
      that
      a breach of any representation, warranty, covenant or other provisions of the
      Credit Agreement has occurred, or (3) that any Default or 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


Name:
      Efrain Rivera


Title:
      Vice President & Treasurer





Agreed
      as
      of the date first above written:


CITIBANK,
      NA.,


as
      Agent
      and as Lender





By___ /s/
      David Lowther ___________


Title:
      Vice President








KEYBANK
      NATIONAL ASSOCIATION





By _
      /s/
      Marianne T. Meil________


Title:
      Senior Vice President





BARCLAYS
      BANK PLC





By _/s/
      Nicolas Bell_______________


Title:
      Director





THE
      BANK
      OF TOKYO-MITSUBISHI TRUST


COMPANY





By___ /s/
      Harumi Kambara  __________


Title:
      Assistant Vice President





JPMORGAN
      CHASE BANK, N.A.





By__/s/
      Benedict A. Smith __________


Title:
      Senior Vice President





MIZUHO
      CORPORATE BANK, LTD.





By ___/s/
      Raymond Ventura ___  _____


Title:
      Deputy General Manager




U.S.
      BANK
      NATIONAL ASSOCIATION





By___ /s/
      Derek S. Roudebush ______


Title:





ALLIED
      IRISH BANKS, P.L.C.





By___ /s/
      Germain Reusch________    By___ /s/
      Anthony O’Reilly________


Title:
      Director      Title:
      Senior Vice President





HSBC
      BANK
      USA, NATIONAL ASSOCIATION





By ___/s/
      John Carrol_____________


Title:
      Vice President





THE
      NORTHERN TRUST COMPANY





By ____/s/
      Alex Nicolov___________


Title:
      Second-Vice President