FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT 10.1

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

     This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “ First Amendment ”) is dated as of October 29, 2007, by and among American Medical Systems, Inc., a Delaware corporation (“ Borrower ”), each of the other Credit Parties which is a signatory hereto and CIT Healthcare LLC, as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “ Administrative Agent ”).

BACKGROUND

     A. Borrower, Guarantors and Administrative Agent are parties to that certain Credit and Guaranty Agreement dated as of July 20, 2006 (the “ Original Credit Agreement ;” and as amended by this First Amendment the “ Credit Agreement ”), by and among Borrower, American Medical Systems Holdings, Inc., a Delaware corporation (“ Holdings ”), as a Guarantor, certain direct and indirect subsidiaries of Holdings (other than Borrower), as Guarantors, the Lenders from time to time party thereto, CIT Capital Securities LLC, as Co-Lead Arranger and as Sole Bookrunner, KeyBank National Association, as Co-Lead Arranger and as Syndication Agent, CIT Healthcare LLC, as Administrative Agent and General Electric Capital Corporation, as Documentation Agent, pursuant to which Lenders have made loans and advances to Borrower for the account of Borrower, as described in the Original Credit Agreement, and as security therefor, each Credit Party has granted to Collateral Agent and Lenders a lien on all of its assets.

     B. Borrower has requested that Administrative Agent and Lenders amend the Original Credit Agreement to amend and restate certain of the financial tests and covenants provided in Section 6.8 thereof.

     C. Administrative Agent, on its behalf and on behalf of the Lenders (at the direction and consent of the Lenders), is willing to amend the Original Credit Agreement, provided that Credit Parties enter into this First Amendment upon the terms and conditions set forth herein.

     D. Terms used herein but not defined herein shall have the meanings assigned to them in the Original Credit Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1

AMENDMENT TO CREDIT AGREEMENT

     Upon and subject to fulfillment of the conditions precedent under Section 3 of this First Amendment, the following provisions of the Credit Agreement shall be amended as set forth below.

      1.1 Section 6.8 of the Original Credit Agreement is hereby amended by amending and restating subsections (a) and (b) thereof to read as follows:

     “(a) Interest Coverage Ratio . Borrower shall not permit the Interest Coverage Ratio as of the day nearest to the period ending in the table below, beginning with the period ending September 30, 2006, to be less than the correlative ratio indicated:

Fiscal Quarter Ended
Nearest to the Period		Interest Coverage
Ending Below		Ratio
September 30, 2006			2.50 to 1.00
December 31, 2006			2.50 to 1.00
March 31, 2007			2.75 to 1.00
June 30, 2007			3.00 to 1.00
September 30, 2007			3.25 to 1.00
December 31, 2007			3.25 to 1.00
March 31, 2008			3.25 to 1.00
June 30, 2008			3.50 to 1.00
September 30, 2008			3.50 to 1.00
December 31, 2008			3.75 to 1.00
March 31, 2009			3.75 to 1.00
June 30, 2009			3.75 to 1.00
September 30, 2009			4.00 to 1.00
December 31, 2009			4.00 to 1.00
March 31, 2010			4.00 to 1.00
June 30, 2010			4.00 to 1.00
September 30, 2010			4.00 to 1.00
December 31, 2010			4.00 to 1.00
March 31, 2011			4.00 to 1.00
June 30, 2011			4.00 to 1.00
September 30, 2011			4.00 to 1.00
December 31, 2011			4.00 to 1.00
March 31, 2012			4.00 to 1.00

Fiscal Quarter Ended
Nearest to the Period		Interest Coverage
Ending Below		Ratio
June 30, 2012			4.00 to 1.00

(b) Total Leverage Ratio . Borrower shall not permit the Total Leverage Ratio as of the day nearest to the period ending in the table below and at all times during such period, beginning with the period ending September 30, 2006, to exceed the correlative ratio indicated:

Fiscal Quarter Ended
Nearest to the Period		Total Leverage
Ending Below		Ratio
September 30, 2006			7.25 to 1.00
December 31, 2006			6.95 to 1.00
March 31, 2007			6.50 to 1.00
June 30, 2007			6.00 to 1.00
September 30, 2007			5.50 to 1.00
December 31, 2007			5.50 to 1.00
March 31, 2008			5.25 to 1.00
June 30, 2008			5.00 to 1.00
September 30, 2008			4.75 to 1.00
December 31, 2008			4.50 to 1.00
March 31, 2009			4.25 to 1.00
June 30, 2009			4.00 to 1.00
September 30, 2009			3.75 to 1.00
December 31, 2009			3.50 to 1.00
March 31, 2010			3.25 to 1.00
June 30, 2010			3.00 to 1.00
September 30, 2010			3.00 to 1.00
December 31, 2010			3.00 to 1.00
March 31, 2011			3.00 to 1.00
June 30, 2011			3.00 to 1.00
September 30, 2011			3.00 to 1.00

Fiscal Quarter Ended
Nearest to the Period		Total Leverage
Ending Below		Ratio
December 31, 2011			3.00 to 1.00
March 31, 2012			3.00 to 1.00
June 30, 2012			3.00 to 1.00”

      1.2 Section 6.8 of the Original Credit Agreement is hereby amended by amending and restating subsections (d) and (e) thereof to read as follows:

“(d) Fixed Charge Coverage Ratio . Borrower shall not permit the Fixed Charge Coverage Ratio as of the day nearest to the period ending in the table below, beginning with the period ending September 30, 2006, to be less than the correlative ratio indicated:

Fiscal Quarter Ended
Nearest to the Period		Fixed Charge
Ending Below		Coverage Ratio
September 30, 2006			1.05 to 1.00
December 31, 2006			1.05 to 1.00
March 31, 2007			1.05 to 1.00
June 30, 2007			1.15 to 1.00
September 30, 2007			1.15 to 1.00
December 31, 2007			1.25 to 1.00
March 31, 2008			1.25 to 1.00
June