0000010427-07-000025 Sample Contracts

SUPPLEMENTAL INDENTURE NO. 8
Supplemental Indenture • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York

This Supplemental Indenture No. 8 (“Supplemental Indenture”), effective as of November 8, 2006, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004, and Supplemental Indenture No. 7, dated as of June 5, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:

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LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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.

LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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.

CONFORMED COPY AGREEMENT
Credit Facility Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

Arranged by CITIGROUP GLOBAL MARKETS LIMITED J. P. MORGAN PLC and KEYBANC CAPITAL MARKETS with CITIBANK INTERNATIONAL PLC as Facility Agent CREDIT FACILITY US$375,000,000 for BAUSCH & LOMB B.V.

LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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 (the “First Letter Waiver”), February 17, 2006 (the “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”), August 23, 2006 (the “Fourth Letter Waiver”) and December 8, 2006 (effective December 15, 2006 and referred to herein as the “Fifth 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.

LONG TERM PERFORMANCE UNIT AGREEMENT PURSUANT TO
Long Term Performance Unit Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

LONG TERM PERFORMANCE UNIT AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation (referred to hereinafter as the "Company"), dated as of February 24, 2004 in favor of the individual employee of the Company or one of its subsidiaries (referred to hereinafter as the "Recipient") whose name appears in the Schedule of Awards included as Attachment I hereto (the “Schedule of Awards”).

LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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”) and May 15, 2006 (the “Third Letter Waiver” and collectively, with the First Letter Waiver and the Second Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement, the Waivers.

LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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.

LETTER WAIVER
Letter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

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.

LICENSE AGREEMENT BETWEEN AND AMONG CIBA VISION AG, AND BAUSCH & LOMB INCORPORATED
License Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York

This License Agreement, made and entered into simultaneously with the accompanying Settlement Agreement this 1st day of July 2004 (the "Effective Date"), by and among the following (hereinafter the “Parties”):

To: Bausch & Lomb B.V. (the Company) Koolhovenlaan 110 The Netherlands Attn: Financial Controller Fax: +31 20 6554 651
Credit Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • Nelson

US$375,000,000 credit agreement (the Agreement) dated 29 November 2005 between (among others) the Company, the Guarantor and Citibank International plc as facility agent

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