AMENDMENT NO. 1 TO FIVE YEAR CREDIT AGREEMENT DATED JULY 26, 2005

Exhibit 99.1

AMENDMENT NO. 1

TO

FIVE YEAR CREDIT AGREEMENT

DATED JULY 26, 2005

Dated as of April 5, 2007

This Amendment No. 1 (the “Amendment”) to the Five Year Credit Agreement, dated as of July 26, 2005 (as amended or otherwise modified prior to the date hereof, the “Credit Agreement”), among Bausch & Lomb Incorporated, a New York corporation (the “Borrower”), the Lenders parties thereto, Citigroup Global Markets Inc. and KeyBank Capital Markets, as joint lead arrangers and joint bookrunning managers, Key Bank National Association, as syndication agent, and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

Section 5.03 of the Credit Agreement is, effective as of the date of this Amendment and solely effective for and with respect to the fourth quarter of Borrower’s 2006 fiscal year ending December 30, 2006, hereby amended in full to read as follows:

“SECTION 5.03  Financial Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

(a)   Leverage Ratio.  Maintain a ratio of Consolidated Debt for Borrowed Money to Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended of not greater than 3.2:1.0.

(b)   Fixed Charge Coverage Ratio.  Maintain a ratio of Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended to interest payable on, and amortization of debt discount in respect of, all Debt for Borrowed Money during such period, by the Borrower and its Subsidiaries of not less than 3.8:1.0.”

This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment.  This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

The Borrower hereby agrees to pay a fee to each Lender that has executed this Amendment on or before April 13, 2007 equal to 0.01% of their respective commitments (the “Additional Fee”).

On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”,

“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

The Credit Agreement and the Notes, as specifically amended by this Amendment, 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 Amendment 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 hereof, please evidence such agreement by executing and returning at least two counterparts of this Amendment to Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx  00000.

This Amendment 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 Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

This Amendment 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/ XXXXXX XXXXXX
						Xxxxxx Xxxxxx
						Senior Vice President and
					Chief Financial Officer
Agreed as of the date first above written:
CITIBANK, NA.,
as Agent and as Lender
By:	/s/ XXXX XXXXXXXXX
Name: Xxxx XxXxxxxxx
Title: Vice President & Director
KEYBANK NATIONAL ASSOCIATION
By:	/s/ XXXXXXXX X. XXXX
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President

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BARCLAYS BANK PLC
By:	/s/ XXXXXXXX XXXX
Name: Xxxxxxxx Xxxx
Title: Director
BANK OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY (f/k/a Bank of Tokyo-Mitsubishi Trust
Company)
By:	/s/ XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
JPMORGAN CHASE BANK, N.A.
By:	/s/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By:	/s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Deputy General Manager
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
ALLIED IRISH BANKS, P.L.C.
By	/s/ XXXXXXXX XXXXXX
Name: Xxxxxxxx Xxxxxx
Title: Director
By	/s/ XXXXXXX X’XXXXXX
Name: Xxxxxxx X’Xxxxxx
Title: Senior Vice President

3

HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ XXXX XXXXXXX
Name: Xxxx Xxxxxx
Title: First Vice President
THE NORTHERN TRUST COMPANY
By	/s/ XXXX XXXXXXX
Name: Xxxx Xxxxxxx
Title: Second Vice President

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