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Business Services Industry

Bausch & Lomb Completes Financing Agreement for Repatriation of Foreign Profits

Business Wire, Nov 30, 2005

ROCHESTER, N.Y. -- Bausch & Lomb:

--Obtains Waiver Letter under Its Five Year Revolving Credit Agreement

--Further Delays Filing Its 10-Q for the Third Quarter and Nine Months Ended September 24, 2005

Bausch & Lomb (NYSE:BOL) today announced that it has entered into an agreement between, among others, Citigroup Global Markets Limited, J. P. Morgan Plc, and Keybanc Capital Markets, with Citibank International plc as Facility Agent, Bausch & Lomb B.V. as Borrower and Bausch & Lomb Incorporated as Guarantor, providing for a five-year $375 million unsecured bank credit facility. The credit facility involves a syndicate of 10 banks and is part of the Company's earlier announced effort to repatriate foreign earnings previously considered permanently reinvested in non-U.S. legal entities under the provisions of the American Jobs Creation Act of 2004.

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Under the credit facility, Bausch & Lomb B.V. may execute a borrowing during the period from December 5, 2005 until December 31, 2005. The maturity date for any such borrowing will be the fifth anniversary of the date on which borrowed funds are advanced to Bausch & Lomb B.V. The maturity date may be extended for two periods of one year each. The borrowing will accrue interest at six-month LIBOR plus 0.35 percent. The initial interest rate will be set on the date of the borrowing and the rate will be reset in advance, on a semiannual basis.

Bausch & Lomb anticipates repatriating up to $805 million in foreign profits before the end of 2005. In addition to the proceeds from this new loan facility, and previously disclosed borrowings of $50 million in Japan in the third quarter, the remainder of the funds will be generated from existing cash previously held in foreign locations.

Bausch & Lomb also announced that it has obtained a letter waiver under its Five Year Revolving Credit Agreement dated July 26, 2005. The letter waives any breach of representation or covenant, or any event of default, that may arise from the previously announced events related to the Company's Brazilian subsidiary, BL Industria Otica, Ltda ("BLIO") or from the impact of such events (including, without limitation, the need for the Company to delay delivery of its financial statements to the lenders under the credit facility, to delay certain of the Company's filings with the Securities and Exchange Commission and to restate the Company's financial statements for prior periods) to the extent that they do not result in reductions in after-tax profits of the Company of more than $50 million in aggregate, or there is not a delay in the filing of the Company's Quarterly Report on Form 10-Q for the third quarter ended September 24, 2005 beyond March 1, 2006. The Company is not aware and has not been made aware that any event of default exists. However, the parties believed it was prudent to execute the letter waiver as a precautionary measure to allow for the orderly completion of the investigation into the BLIO events by the Company's Audit Committee.

Bausch & Lomb Senior Vice President and Chief Financial Officer Stephen C. McCluski said, "The successful completion of the term loan enables us to repatriate the maximum allowable under the American Jobs Creation Act. We appreciate the confidence our banks continue to show in Bausch & Lomb, our strategy and our ability to execute that strategy."

On November 3, 2005, the Company notified the United States Securities and Exchange Commission that it would delay the filing of its Quarterly Report on Form 10-Q for the third quarter ended September 24, 2005 in order for the previously announced independent investigation being conducted by the Audit Committee of the Company's Board of Directors into allegations of misconduct by the management of BLIO, and the Company's evaluation of these issues to be concluded; and for the required quarterly review procedures to be completed by PricewaterhouseCoopers LLP, the Company's independent public accountants. At the time, the Company expected to file its Form 10-Q on or before November 30, 2005.

The Audit Committee's investigation continues and the Company is continuing to consider, in consultation with PricewaterhouseCoopers, whether any restatement of prior-period financial statements would be required under generally accepted accounting principles. In addition, the Company will complete its required assessment of the Company's internal control over financial reporting, including, in particular, its control over foreign tax matters, and whether there has been any material weakness in the Company's internal controls. The company will file its Quarterly Report on Form 10-Q for the third quarter ended September 24, 2005 after the investigation is completed.

This news release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb. Such statements involve a number of risks and uncertainties including, without limitation, those concerning global and local economic, political and sociological conditions; currency exchange rates; government pricing changes and initiatives with respect to healthcare products; changes in laws and regulations relating to the Company's products and the import and export of such products; product development and rationalization; enrollment and completion of clinical trials; the ability of the Company to obtain regulatory approvals; the outcome of litigation; the outcome of the Audit Committee's continuing independent investigation described in this news release; the outcome of PriceWaterhouseCoopers' quarterly review process in connection with the filing of the Company's Quarterly Report on Form 10-Q for the third quarter of fiscal 2005; the filing of the Company's 10-Q for that quarter; the Company's evaluation of whether any restatement with respect to the matters described in this release would be required under generally accepted accounting principles; the success of product introductions; the possibility that the market for the sale of certain products and services may not develop as expected; the financial well-being of key customers, development partners and suppliers; the successful execution of marketing strategies; continued efforts in managing and reducing costs and expenses; the successful repatriation of funds under the American Jobs Creation Act of 2004; the successful completion and integration of business acquisitions; the Company's success in introducing and implementing its enterprise-wide information technology initiatives, including the corresponding impact on internal controls and reporting; the Company's success in the process of management testing, including evaluation of results; continued positive relations with third party financing sources and the risk factors listed from time to time in the Company's SEC filings, including but not limited to the Current Report on Form 8-K, dated June 14, 2002 and the Form 10-Q for the quarter ended June 25, 2005.

Business Services Industry

Bausch & Lomb Completes Financing Agreement for Repatriation of Foreign Profits

Business Wire, Nov 30, 2005

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