Exhibit
      (10)-ll





**LETTER
      WAIVER**








Dated
      as
      of December 8, 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”),
      February 17, 2006 (effective February 24, 2006 and referred to herein as the
      “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”) and August 23,
      2006 (the “Fourth Letter Waiver” and collectively, with the First Letter Waiver,
      the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver,
      the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver
      have the same meanings as specified in the Credit Agreement and the
      Waivers.




Reference
      is made to each of Borrower’s Announcements and the events described under the
      prior Waivers, and the prior definitions of Announcements are amended hereby
      to
      include Borrower’s: (i) press releases, dated September 29, 2006 and November 9,
      2006, (ii) Borrower’s filings with the U.S. Securities and Exchange Commission
      (the “SEC”) on Forms 8-K, filed September 20, 2006 (request to New York Stock
      Exchange for additional trading period and commencement of second consent
      solicitation on public debt) , September 28, 2008 (relating to public debt
      consent solicitation), September 29, 2006 (completion of consent solicitation),
      September 29, 2006 (grant of additional trading period from New York Stock
      Exchange) and November 9, 2006 (execution of Supplemental Indenture No. 8
      extending waivers on the Borrower’s public debt, release of expected financial
      results for the third quarter of 2006 and certain director and officer
      compensation matters) and (iii) Borrower’s filing on Form 12b-25, filed with the
      SEC on November 9, 2006.





In
      light
      of these events described in the Announcements, and other confidential
      information which Borrower has disclosed to Agent and Lenders orally 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 that the term “Waiver
      Termination Date” as defined in the Waivers is superseded and is hereby defined
      for all purposes as January 31, 2007. The terms of the Third Letter Waiver
      and
      the Fourth Letter Waiver shall remain in full force and effect, as modified
      by
      this Letter Waiver,





including,
      without limitation, paragraphs (and any subparagraphs) three, five and six
      of
      the Third Letter Waiver.





The
      amount of the Monthly Fee, as defined in paragraph seven of the Third Letter
      Waiver, shall remain as set forth therein. However, payment of the Monthly
      Fee will be
      made on December 1, 2006 and on January 2, 2007.





This
      Letter Waiver shall become effective as of December 15, 2006 if, as of that
      date, the Agent has 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.





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.





The
      Waivers, as modified by each other and this Letter Waiver, shall represent
      the
      entire agreement with respect to the matters contained herein and, except where
      otherwise noted herein or therein, 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 or other
      electronic means 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 and Treasurer





Agreed
      as
      of the date first above written:


CITIBANK,
      NA.,


as
      Agent
      and as Lender





By /s/
      Robert J. Kane


Title:
      Managing Director


KEYBANK
      NATIONAL ASSOCIATION





By /s/
      Marianne Meil


Title:
      Senior Vice President





BARCLAYS
      BANK PLC





By /s/
      Nicholas Bell


Title:
      Director





BANK
      OF
      TOKYO-MITSUBISHI UFJ TRUST


COMPANY
      (f/k/a 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/
      Anthony O’Reilly


Title:
      Senior Vice President





By /s/
      Denise Magyer


Title:
      Vice President





HSBC
      BANK
      USA, NATIONAL ASSOCIATION





By /s/
      John M. Carroll


Title:
      First Vice President











THE
      NORTHERN TRUST COMPANY





By /s/
      Alex Nikolov


Title:
      Second Vice President