Bausch & Lomb Announces Results of Consent Solicitations on Four Debt Issues; Obtains Waivers Under Bank Credit Facilities

On May 3, 2006, the Company announced its intention to commencecash tender offers and consent solicitations for three issues ofoutstanding debt securities (the "Securities") totaling approximately$384 million and consent solicitations with respect to two issues ofoutstanding convertible debt totaling approximately $160 million. Theconsent solicitations (including those that were made as part of thetender offers) offered holders a fee in exchange for their consent toproposed amendments to the indenture for each issue of notes thatwould, among other things, extend to October 2, 2006, for purposes ofthe indentures, the Company's deadlines to file periodic reports withthe Securities and Exchange Commission (the "SEC") and to delivercompliance certificates to the Trustee under each indenture. Theproposed waivers waive all defaults relating to the failure toproperly comply with these obligations prior to the effectiveness ofthe proposed amendments and extending until October 2, 2006. Theconsent deadline for all issues was originally established as May 17,2006. The Company subsequently extended to May 24, 2006, the consentdeadline for its 7.125% debentures due 2028.

As of May 17, 2006, consents have been received and accepted inthe percentages indicated for the following issues:

Outstanding Percent Consents
CUSIP No. Principal Amount Title of Security Delivered
---------------------------------------------------------------------
071707AH6 $150,000,000 6.95% Notes 90%
due 2007
071707AL7 $50,000,000 5.9% Notes 100%
due 2008

Each holder tendering Securities in the tender offer is requiredto consent to the proposed amendments and waiver, and those areincluded in the total percentage of consents delivered indicatedabove. Tenders of Securities delivered as of May 17, 2006 are nowirrevocable. Holders of Securities have until June 2, 2006 to decidewhether to tender the Securities for purchase. However, those holdersthat did not deliver their consents by the applicable consent deadlinewill not be entitled to receive the consent payment.

As of May 17, 2006, holders of the following issues of convertibledebt had delivered consents with respect to the proposed amendments tothe note indentures and a waiver of the specified defaults in thepercentages indicated:

Outstanding Percent Consents
CUSIP No Principal Amount Title of Security Delivered
---------------------------------------------------------------------
071707AK9 $4,098,000 Floating Rate 100%
Convertible
Senior Notes
due 2023
071707AM5 $155,902,000 Senior 82%
Convertible
Securities due
2023

In accordance with the terms of the bondholder waivers andconsents, Bausch & Lomb intends to complete supplemental indentureswith the trustee for each such issue of notes, debentures, seniorconvertible securities and convertible senior notes to effect theproposed amendments.

In addition, on May 19, 2006, Bausch & Lomb filed a Form 8-K withthe SEC indicating it has obtained letter waivers under its $400million five year revolving credit agreement dated July 26, 2005 andits five-year $375 million term loan agreement dated November 29,2005. The letters waive, among other things, through October 2, 2006,(i) any breach of representation or covenant under certain provisionsof both agreements that may arise from previously announced events and(ii) the Company's failure to file financial statements with the SECdue to circumstances described in previous announcements.

As of the date of the letter waivers, there were no outstandingborrowings under the revolving credit agreement, and there were $375million of borrowings outstanding under the term loan agreement.

Bausch & Lomb Senior Vice President and Chief Financial OfficerStephen C. McCluski said, "We are grateful for the continuedconfidence shown by our lenders, who unanimously supported thegranting of these waivers, and by our bond holders. We are diligentlyworking to resolve the outstanding issues that have caused us to delayour SEC filings, so those filings can be made as soon as practicable."

This news release contains, among other things, certain statementsof a forward-looking nature relating to future events or the futurebusiness performance of Bausch & Lomb. Such statements involve anumber of risks and uncertainties including, without limitation, thoseconcerning global and local economic, political and sociologicalconditions; currency exchange rates; government pricing changes andinitiatives with respect to healthcare products; changes in laws andregulations relating to the Company's products and the import andexport of such products; product development and rationalization;enrollment and completion of clinical trials; the ability of theCompany to obtain regulatory approvals; the impact of the mattersdescribed in previous news releases on sales of the Company's otherlens care products or other products, the cost to the Company ofrecalling its ReNu(R) with MoistureLoc(R) product, defending mattersin litigation, investigations and future product testing and otherrelated costs and expenses; the outcome of the Audit Committee'scontinuing independent investigations of events described in theCompany's prior disclosures concerning those investigations; theoutcome of PriceWaterhouseCoopers' quarterly review process inconnection with the filing of the Company's Quarterly Report on Form10-Q for the third quarter of fiscal 2005 and of the extended year-endreview process in connection with the filing of the Company's AnnualReport on Form 10-K for fiscal 2005 and the expected, estimatedadjustments described in previous news releases; the filing of theCompany's 10-Q for third quarter of fiscal 2005 and its 10-K forfiscal 2005; the potential impact of the IRS claims and the Company'splanned response to the IRS claims, and adequacy of the Company's taxprovision relating to such matters; the possibility that the marketfor the sale of certain products and services may not develop asexpected; the financial well-being of key customers, developmentpartners and suppliers; the successful execution of marketingstrategies; continued efforts in managing and reducing costs andexpenses; the successful completion and integration of businessacquisitions; the Company's success in introducing and implementingits enterprise-wide information technology initiatives, including thecorresponding impact on internal controls and reporting; the Company'ssuccess in the process of management testing, including evaluation ofresults; continued positive relations with third party financingsources and the risk factors listed from time to time in the Company'sSEC filings, including but not limited to the Current Report on Form8-K, dated June 14, 2002 and the Form 10-Q for the quarter ended June25, 2005.

Bausch & Lomb is the eye health company, dedicated to perfectingvision and enhancing life for consumers around the world. Its corebusinesses include soft and rigid gas permeable contact lenses andlens care products, and ophthalmic surgical and pharmaceuticalproducts. The Bausch & Lomb name is one of the best known and mostrespected healthcare brands in the world. Founded in 1853, the Companyis headquartered in Rochester, New York. Bausch & Lomb's 2004 revenueswere $2.2 billion; it employs approximately 13,700 people worldwideand its products are available in more than 100 countries. Moreinformation about the Company is on the Bausch & Lomb Web site atwww.bausch.com. Copyright Bausch & Lomb Incorporated.

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