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Exhibit (10)-ff
LETTER
WAIVER
To:
Bausch & Lomb B.V. (the
Company )
Koolhovenlaan 110
1119 NH Schiphol-Rijk
The Netherlands
Fax:
+31 20 6554 651
Attn:
Financial
Controller
and:
Bausch & Lomb Incorporated (the
Guarantor )
One Bausch
& Lomb Place
Rochester
New York
14604
Attn: Corporate Treasury Operations
Wednesday, August 30th,
2006
US$375,000,000 credit
agreement dated 29 November 2005 (as amended) between (among
others) the Company, the Guarantor and Citibank International plc
as facility agent ( the Agreement)
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(a)
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This letter is
supplemental to and amends the Agreement.
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(b)
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Pursuant to
Clause 25 (Amendments and Waivers) of the Agreement, the Majority
Lenders have consented to the amendments to the Agreement
contemplated by this letter. Accordingly, we are authorised to
execute this letter on behalf of the Finance Parties.
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(a)
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Capitalised
terms defined in the Agreement have the same meaning when used in
this letter unless expressly defined in this letter.
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(b)
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The provisions
of Clause 1.2 (Construction) of the Agreement apply to this letter
as though they were set out in full in this letter except that
references to the Agreement are to be construed as references to
this letter.
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(c)
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Effective Date means 6:00 p.m. (Rochester, New York time) 2
October, 2006, provided that the Facility Agent shall have given
notification to the Obligors that it has received a copy of this
letter countersigned by the Company and the Guarantor.
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(a)
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Subject to
subparagraph (b) below, the Agreement will be amended from the
Effective Date in accordance with subparagraph (c)
below.
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(b)
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The Agreement
will not be amended by this letter unless the Facility Agent has
received a copy of this letter countersigned by the Company and the
Guarantor on or before the Effective Date.
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(c)
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The Agreement
will be amended as follows:
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(i)
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Clause
19.11(a)(ii) (BLIO Matters) of the Agreement shall be amended by
deleting the reference to “2 October” in the last line
thereof and replacing it with “15 December”;
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(ii)
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the definition
of Other Announcements shall be amended as
follows:
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(i) deleting the word “and” at the
end of subparagraph (ix);
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(ii) deleting
the full stop after the words "15 May, 2006 press release" at the
end of subparagraph (x) and replacing it with a semi-colon;
and
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(iii) inserting
new subparagraphs (xi) to (
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