Re: Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement

Exhibit 10.1

PRIVILEGED AND CONFIDENTIAL
FOR SETTLEMENT PURPOSES ONLY
SUBJECT TO FEDERAL RULES OF EVIDENCE §408
AND OTHER APPLICABLE CONFIDENTIALITY RULES

EXECUTION COPY

Dated as of September 8, 2009

TLC Vision (USA) Corporation
16305 Swingley Ridge Road, Suite 300
Chesterfield, MO 63017
Attention : Michael Gries

Re: Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement

Ladies and Gentlemen:

     We refer to the Limited Waiver and Amendment No. 4 to Credit Agreement, dated as of June 30, 2009, among TLC Vision (USA) Corporation (the “ Borrower ”). TLC Vision Corporation (“ Parent ”), as Guarantor, the Additional Guarantors, and the Required Lenders party thereto (as amended, “ Amendment No. 4 ”). Capitalized terms used but not defined in this Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement (this “ Amendment to Limited Waiver ”) have the same meanings herein as in Amendment No. 4.

     The Loan Parties have requested that the Required Lenders grant an extension with respect to the Waiver Period (as defined in Amendment No. 4) and to amend the Credit Agreement. Accordingly, the Loan Parties hereby agree with the undersigned Required Lenders as follows:

      SECTION 1. Amendment of Limited Waiver . Section l(d)(iv) of Amendment No. 4 is hereby amended by amending and restating in its entirety the definition of “Waiver Period” as follows:

     “ Waiver Period ” means the period commencing on Amendment No. 4 Effective Date and ending on the earlier to occur of (A) September 30, 2009 or such later date as may be agreed by the Required Lenders in their sole discretion and (B) the occurrence of any Default or Event of Default (other than a Specified Default or a Payment Default).

      SECTION 2. Amendments to Credit Agreement . The Credit Agreement is hereby amended as set forth below.

     (a) Definitions . Section 1.01 of the Credit Agreement is amended by inserting the following new defined term in the appropriate alphabetical sequence in such Section:

“Amendment No. 5 to Credit Agreement” shall mean Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement, dated as of September 9, 2009, among the Loan Parties and the Lender party thereto.

     (b) Negative Covenants . Section 5.02(e)(iii) of the Credit Agreement is amended and restated it its entirety as follows:

“(iii) equipment sales reflected on Schedule 5.02(e)(iii) hereof and consummated by no later than the end of the Waiver Period (as defined in Amendment No. 5 to Credit Agreement).”

      SECTION 3. Acknowledgments and Agreements of the Loan Parties . Each of the Loan Parties hereby irrevocably and unconditionally agrees, acknowledges and affirms to the Agents, the Issuing Bank and the Lenders that except for the amendment to Amendment No. 4 set forth in Section 1 hereof, this Amendment to Limited Waiver shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agents, the Issuing Bank or the Lenders under any of the Loan Documents, nor alter, modify, amend or in any way affect any of the rights, remedies, obligations or any covenants of the Loan Parties contained in any of the other Loan Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect.

      SECTION 4. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Agents, the Issuing Bank and the Lenders that:

     (a) Due Execution and Authorization; Legal, Valid and Binding Obligation . This Amendment to Limited Waiver has been duly executed and delivered by each Loan Party. The execution and delivery by each Loan Party of this Amendment to Limited Waiver is within such Loan Party’s powers and has been duly authorized by all necessary action on its part. This Amendment to Limited Waiver constitutes the legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     (b) No Conflicts . The execution, delivery and performance by each Loan Party of this Amendment to Limited Waiver, are within such Loan Party’s corporate, limited liability company, limited liability partnership or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company, limited liability partnership or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule regulation, order, writ, judgment, injunction, decree, determination or

award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

     (c) Representations . After giving effect to this Amendment to Limited Waiver each of the representations and warranties made by any Loan Party contained in the Loan Documents is true and correct in all material respects as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

     (d) Ratification of Obligations .

     (i) There are no understandings or agreements relating to the Obligations other than the Loan Documents.

     (ii) Neither the Lenders, any Agent, nor the Issuing Bank are in default under any of the Loan Documents or otherwise have breached any obligations to the Loan Parties.

     (iii) There are no offsets, counterclaims or defenses to the Obligations or to the rights, remedies or powers of the Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender in respect of any of the Obligations or any of the Loan Documents, and the Loan Parties agree not to interpose (and each does hereby waive and release) any such defense, set-off or counterclaim in any action brought by the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the Lenders with respect thereto.

     (e) No Defaults . No Default or Event of Default exists on the date hereof, other than the Specified Defaults or Payment Defaults.

     (f) Material Information .

     (i) None of the factual information and data (taken as a whole) at any time furnished by any Loan Party, any of its Subsidiaries or any of their respective counsel, financial advisers or authorized representatives to any Agent, any Lender, or any of their respective counsel or financial advisors in connection with the Loan Documents and the proposed restructuring of the obligations thereunder, contains any untrue statement of a material fact or omits to state any material fact necessary to make such information and data (taken as a whole) not materially misleading, in each case, at the time such information was provided in light of the circumstances under which such information or data was furnished.

     (ii) The projections and other pro forma financial information provided to any Agent, any Lender or any of their respective counsel or financial advisers were prepared in good faith based upon assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by the Agents and the

Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

      SECTION 5. Conditions to Effectiveness . This Amendment to Limited Waiver shall become effective if, and only if, on or before September 11, 2009, each of the following conditions precedent shall have been satisfied:

     (a) Execution and Delivery of Documents . The Administrative Agent and counsel to the Required Lenders shall have received (i) duly executed counterparts of this Amendment to Limited Waiver which, when taken together, bear the authorized signatures of each of the Borrower, the Parent and the Required Lenders, required for this Amendment to Limited Waiver to become effective and (ii) duly executed counterparts of the Consent, in the form of Annex A hereto, which when taken together, bear the authorized signatures of each of the Loan Parties.

     (b) Proof of Corporate Action . The Administrative Agent and counsel to the Required Lenders shall have received from each of the Loan Parties copies, certified by a duly authorized officer of such Person to be true and complete on and as of the date hereof, of the records of all corporate action taken by such Person to authorize (A) such Person’s execution and delivery of this Amendment to Limited Waiver, and (B) such Person’s performance of all of its agreements and obligations under this Amendment to Limited Waiver. Such certified copies shall be in form and substance reasonably satisfactory to the Required Lenders.

     (c) Closing Certificate . The Administrative Agent and counsel to the Required Lenders shall have received a certificate, dated as of the date hereof, signed by the Chief Financial Officer of the Borrower, to the effect that (i) each of the representations and warranties of the Loan Parties contained in Section 4 hereof are true and correct as of the date hereof, and (ii) all conditions to the effectiveness of this Amendment to Limited Waiver set forth in this Section 5 have been satisfied in all respects.

     (d) Incumbency Certificate . The Administrative Agent and counsel to the Required Lenders shall have received incumbency certificates, dated as of the date hereof, signed respectively by a duly authorized officer of each of the Loan Parties, and giving the name and bearing a specimen signature of each individual who shall be authorized (x) to sign, in the name and on behalf of such Person this Amendment to Limited Waiver, and (y) to give notices and to take other action on behalf of such Person under this Amendment to Limited Waiver and the Loan Documents. Such certified copies or certificate shall be in form and substance reasonably satisfactory to the Required Lenders.

     (e) Fees, Costs and Expenses . The Borrower shall have paid all invoiced unpaid fees and out-of-pocket expenses and disbursements of (i) Bingham McCutchen LLP, counsel to certain of the Lenders, pursuant to the fee agreement dated as of February 10, 2009, (ii) Gordian Group LLC, the financial advisor engaged by

Bingham McCutchen LLP for the benefit of the lenders represented by it, pursuant to the engagement letter, dated as of February 20, 2009, and (iii) Stikeman Elliott LLP, Canadian counsel to certain of the Lenders.

      SECTION 6. Post-Closing Covenants .

     (a) Agreements . The Loan Parties shall n