Re: Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement

Exhibit 10.1

Dated as of June 1, 2009

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

Re: Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement

Ladies and Gentlemen:

     We refer to the Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of March 31, 2009, among TLC Vision (USA) Corporation (the “ Borrower ”), TLC Vision Corporation (“ Parent ”), as Guarantor, CIT Healthcare LLC, as Issuing Bank, Collateral Agent and Administrative Agent, and the Required Lenders party thereto (as amended, “the Limited Waiver ”). Capitalized terms used but not defined in this Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement (this “ Amendment No. 2 to Limited Waiver ”) have the same meanings herein as in the Limited Waiver.

     The Loan Parties have requested that the Required Lenders grant an extension with respect to the Waiver Period (as defined in the Limited Waiver). Accordingly, the Loan Parties hereby agree with the undersigned Required Lenders as follows:

      SECTION 1. Amendment of Limited Waiver . Section 1(c) of the Limited Waiver is hereby amended by amending and restating in its entirety the definition of “Waiver Period” as follows:

     “ Waiver Period ” means the period commencing on the Amendment No. 2 Effective Date and ending on the earlier to occur of (A) 5 p.m. (New York time) June 5, 2009 and (B) the occurrence of any Default or Event of Default (other than a Specified Default).

      SECTION 2. Consent . The Required Lenders hereby consent to and waive (a) the Event of Default under Section 6.01(c) of the Credit Agreement due to the Parent executing the financing agreements dated as of May 29, 2009 with First Insurance Funding Corp.; provided that neither of such financial agreements shall be amended or waived without the prior written consent of the Required Lenders, and (b) the Event of Default under Section 6.01(c) of the Credit Agreement due to the dissolution of TLC The London Laser Center Inc. on June 30, 2008.

      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 amendments to the Limited Waiver set forth in Section 1 hereof and the consent and waiver set forth in Section 2 hereof, this

Amendment No. 2 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 No. 2 to Limited Waiver has been duly executed and delivered by each Loan Party. The execution and delivery by each Loan Party of this Amendment No. 2 to Limited Waiver is within such Loan Party’s powers and has been duly authorized by all necessary action on its part. This Amendment No. 2 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 No. 2 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 No. 2 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.

      SECTION 5. Conditions to Effectiveness . This Amendment No. 2 to Limited Waiver shall become effective if, and only if, on or before June 3, 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 No. 2 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 No. 2 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) Obligations . The Borrower shall have paid in full all principal, interest and any other Obligations due and payable on or prior to the date hereof (including, without limitation, interest in an aggregate amount of $275,383.34 due and payable on June 1, 2009).

     (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 No. 2 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 No. 2 to Limited Waiver, and (y) to give notices and to take other action on behalf of such Person under this Amendment No. 2 to Limited Waiver and the Loan Documents. Such certified

copies or certificate shall be in form and substance reasonably satisfactory to the Required Lenders.

      SECTION 6. Release . In consideration of the foregoing, each of the Loan Parties and its successors and assigns (collectively, the “Releasors”), as applicable, release and forever discharge the Agents, the Issuing Bank, and each Lender that executes this Amendment No. 2 to Limited Waiver and their respective affiliates, officers, directors, employees, agents, attorneys, predecessors, successors and assigns, both present and former (collectively, together with the Agents, the Issuing Bank and each Lender, the “Bank Affiliates”), of and from any and all manner of action and actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims and demands w