8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 9, 2007

BAUSCH & LOMB INCORPORATED

(Exact name of registrant as specified in its charter)

New York	1-4105	16-0345235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Bausch & Lomb Place, Rochester, NY		14604-2701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 338.6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 10, 2007 and April 12, 2007, respectively, the Company amended its $400,000,000 Five Year Revolving Credit Agreement, dated July 26, 2005 (the “U.S. Credit Agreement”), and its five-year $375,000,000 term loan agreement, dated November 29, 2005, in favor of Bausch & Lomb B.V. and guaranteed by the Company (the “Term Loan Agreement”).  The amendments modified the debt covenants of the U.S. Credit Agreement and the Term Loan Agreement to ensure that there were no breaches of the financial covenants contained in each of the agreements. A copy of amendments to the U.S. Credit Agreement and the Term Loan Agreement are filed hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
As consideration for the amendments, the Company has agreed to pay a one-time fee equal to 0.01% of the aggregate commitments to each lender that executed the amendments.
As of the date of this filing, there are no outstanding borrowings under the U.S. Credit Agreement and the outstanding principal balance under the Term Loan Agreement is $375,000,000.

ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
	DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
	ARRANGEMENTS OF CERTAIN OFFICERS.

As previously announced on January 5, 2007, Paul G. Howes announced his intent to resign as the Company’s Senior Vice President and President - Americas Region.  In connection with the resignation, on April 9, 2007 the Company entered into a severance agreement with Mr. Howes.  Under the agreement, Mr. Howes’ responsibilities as an executive officer ceased on January 31, 2007.  He will, however, remain an active employee of the Company through June 30, 2007 and will work on projects requested by the chief executive officer.  Until his June 30, 2007 separation date, Mr. Howes will continue to receive his current base salary of $400,000 per year.

From July 1, 2007 through February 28, 2008, Mr. Howes will be an inactive employee.  Mr. Howes waived his right to receive severance under the Company’s Officer Separation Plan, and instead he will be entitled to receive his annual salary on a pro-rated basis during this period.

Subject to Company performance, Mr. Howes is eligible to receive his target bonus (75% of his base salary) for 2007 under the Company’s Annual Incentive Compensation Plan, which would be paid in 2008.  Additionally, he is entitled to receive an award, as calculated by the Compensation Committee of the Board of Directors (the “Compensation Committee”), under the 2003 Long-Term Incentive Plan for the Company’s 2004 — 2005 performance cycle.  Because he is no longer an officer, the Compensation Committee approved the payment of the award in cash, rather than Company stock.  Mr. Howes, however, will not vest or participate in awards under the Company’s Long-Term Performance Unit Program.

Through June 30, 2007 and subject to other vesting conditions, Mr. Howes’ stock options shall vest.  Any unexercised vested options will expire on September 28, 2007.  The Compensation Committee also approved the accelerated vesting (to the date of the severance agreement) of the remaining 16,667 shares of restricted stock granted to Mr. Howes when he was hired.

Mr. Howes will not vest under the Company’s Long-Term Equity Equivalent Accumulation Plan, the Retirement Plan/Benefits Restoration Plan or the Supplemental Executive Retirement Plan III in accordance with the terms of those plans.  He will be entitled to receive other benefits and perquisites from July 1, 2007 through February 28, 2008, including without limitation:

·Financial counseling;

·Outplacement services;

·Club membership; and

·Automobile lease.

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Mr. Howes will be eligible to participate in the Company’s 401(k) plan during the first 8 weeks after his June 30, 2007 separation date and he will receive payment of his deferred compensation account by March 1, 2008.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(a)	Financial statements of businesses acquired —   Not applicable
(b)	Pro forma financial information. —   Not applicable
(c)	Exhibits. The following exhibits are filed as part of this report:
	99.1         Amendment to U.S. Credit Agreement, effective April 10, 2007.
	99.2         Amendment to Term Loan Agreement, effective April 12, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAUSCH & LOMB INCORPORATED

/s/ EFRAIN RIVERA

Efrain Rivera

Senior Vice President and Chief Financial Officer

Date: April 13, 2007

EX-99.1

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 Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York  10022.

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/ EFRAIN RIVERA
			Efrain Rivera
			Senior Vice President and
		Chief Financial Officer
Agreed as of the date first above written:
CITIBANK, NA.,
as Agent and as Lender
By:	/s/ JOHN MCQUISTON
Name: John McQuiston
Title: Vice President & Director
KEYBANK NATIONAL ASSOCIATION
By:	/s/ MARIANNE T. MEIL
Name: Marianne T. Meil
Title: Senior Vice President

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BARCLAYS BANK PLC
By:	/s/ NICHOLAS BELL
Name: Nicholas Bell
Title: Director
BANK OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY (f/k/a Bank of Tokyo-Mitsubishi Trust
Company)
By:	/s/ HARUMI KAMBARA
Name: Harumi Kambara
Title: Assistant Vice President
JPMORGAN CHASE BANK, N.A.
By:	/s/ BRUCE YODER
Name: Bruce Yoder
Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By:	/s/ RAYMOND VENTURA
Name: Raymond Ventura
Title: Deputy General Manager
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ ERIC J. COSGROVE
Name: Eric J. Cosgrove
Title: Assistant Vice President
ALLIED IRISH BANKS, P.L.C.
By	/s/ GERMAINE REUSCH
Name: Germaine Reusch
Title: Director
By	/s/ ANTHONY O’REILLY
Name: Anthony O’Reilly
Title: Senior Vice President

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HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ JOHN CARROLL
Name: John Caroll
Title: First Vice President
THE NORTHERN TRUST COMPANY
By	/s/ ALEX NIKOLOV
Name: Alex Nikolov
Title: Second Vice President

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EX-99.2

Exhibit 99.2

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
	United States of America
Fax:	+1 585 338 8188
Attn:	Corporate Treasury Operations

5 April, 2007

Dear Sirs,

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, as previously amended (the “Agreement”)

1.Background

(a)This letter is supplemental to and amends the Agreement, as previously amended.

(b)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.

2.Interpretation

(a)Capitalised terms defined in the Agreement have the same meaning when used in this letter unless expressly defined in this letter.

(b)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)           Effective Date, for purposes of this letter, means 5 April, 2007, 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.

3.Amendments

(a)Subject to subparagraph (b) below, the Agreement will be amended from the Effective Date, in accordance with subparagraph (c) below.

(b)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.

(c)Solely effective for and with respect to Guarantor’s fourth quarter of its 2006 fiscal year ending on 30 December 2006, Clauses 18.8(a) and 18.8(b) (Financial Covenants) shall be amended to read:

“So long as any Loan shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor must:

(a)maintain a ratio of Consolidated Debt for Borrowed Money to Consolidated EBITDA of the Group for the four fiscal quarters most recently ended of not greater than 3.2:1.0; and

(b)maintain a ratio of Consolidated EBITDA of the Group for the four fiscal quarters most recently ended to interest payable on, and amortisation of debt discount in respect of, all Debt for Borrowed Money during such period, by the Group of not less than 3.8:1.0.”

For all other periods, Clauses 18.8(a) and 18.8(b) shall remain as originally stated in the Agreement.

4.Guarantee

The Guarantor:

(a)agrees to the amendment of the Agreement as contemplated by this letter; and

(b)with effect from the Effective Date, confirms that the guarantee given by it under the Agreement will:

(i)continue in full force and effect; and

(ii)extend to the liabilities and obligations of the Company to the Finance Parties under the Finance Documents as amended by this letter.

5.Amendment fee

(a)In further consideration for the matters contemplated by this letter, the Company must pay to the Facility Agent for the account of the Lenders which consented on or before the date of this letter to the amendments to the Agreement contemplated by this letter (the Consenting Lenders) a fee

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equal to 0.01 per cent. of the total Commitments of the Consenting Lenders.  The fee shall be payable no later than 13 April, 2007.  Payments will be made to the account notified to the Company by the Facility Agent for this purpose.

(b)All amounts payable under this letter are exclusive of any value added tax or other taxes of any nature and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any matter whatsoever and all such payments shall be made free and clear and without deduction for or on account of any present or future taxes, charges, deductions or withholdings.

6.Miscellaneous

(a)This letter is a Finance Document and a Fee Letter.

(b)From the Effective Date, the Agreement, as amended previously, and this letter will be read and construed as one document.

(c)Except as otherwise provided in this letter, the Finance Documents remain in full force and effect.

(d)Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

7.Governing law

This letter is governed by English law.

/s/ Andrea Strullato
For
CITIBANK INTERNATIONAL PLC
as Facility Agent for and on behalf of the Finance Parties
Date:	12 April, 2007

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We agree with the terms of this letter.
/s/ Efrain Rivera
Efrain Rivera, Vice President & Treasurer
For
BAUSCH & LOMB B.V.
Date:	10 April, 2007
/s/ Efrain Rivera
Efrain Rivera
Senior Vice President and Chief Financial Officer
For
BAUSCH & LOMB INCORPORATED
Date:	10 April, 2007

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