Re: Limited Waiver

Exhibit 10.1

EXECUTION COPY

Dated as of September 30, 2009

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

Re:       Limited Waiver

Ladies and Gentlemen:

     We refer to the Amended and Restated Credit Agreement, dated as of June 21, 2007 among TLC Vision (USA) Corporation, a Delaware corporation (the “ Borrower ”), TLC Vision Corporation, a New Brunswick corporation (“ Parent ”), as Guarantor, the Additional Guarantors, the Lenders, the Issuing Bank, and Wells Fargo Bank, National Association, as Collateral Agent and Administrative Agent, as amended by (i) Amendment No. 1 to Credit Agreement dated as of February 28, 2008, (ii) Limited Waiver and Amendment No. 2 to Credit Agreement dated as of March 31, 2009, (iii) Amendment to Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of April 30, 2009, (iv) Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of June 1, 2009, (v) Limited Waiver, Consent, and Amendment No. 3 to Credit Agreement, dated as of June 5, 2009, (vi) Limited Waiver and Amendment No. 4 to Credit Agreement, dated as of June 30, 2009, and (vii) Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement, dated as of September 8, 2009 (the “ Credit Agreement ). Capitalized terms used but not defined in this Limited Waiver (this “Limited Waiver”) have the same meanings herein as in the Credit Agreement.

     The Loan Parties have requested that (a) the Required Lenders grant a limited waiver with respect to any and all Specified Defaults (as defined below), and (b) either (i) all of the Lenders agree to an extension for payment of the Specified Amounts (as defined below) or (ii) the Required Lenders agree to forbear from exercising their rights and remedies under the Loan Documents with respect to the Payment Defaults (as defined below). Accordingly, the Loan Parties hereby agree with the undersigned Lenders as follows:

      SECTION 1. Limited Waiver of Specified Defaults .

     (a) The undersigned Lenders hereby waive solely during the Waiver Period (as hereinafter defined) any and all Specified Defaults.

     (b) Upon the termination of the Waiver Period, (i) the Specified Defaults shall be Defaults and Events of Default for all purposes of the Credit Agreement and the other Loan Documents and (ii) the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders shall be entitled to exercise and to enforce any and all rights and

remedies available to them under the Loan Documents or otherwise against the Loan Parties or in relation to the Collateral as a result of the occurrence of any Specified Default and any Default or Event of Default other than the Specified Defaults.

     (c) Notwithstanding the limited waiver contained in clause (a)  above:

     (i) the defined term Eligible Assignee and Sections 2.06(b)(ii), 2.06(b)(v), 2.15, 5.02 (g)(ii)(B), 5.02(g)(ii)(C) and 5.02(g)(ii)(D) of the Credit Agreement shall be read and shall apply and be operative as if the foregoing limited waiver had not been granted and the Specified Defaults were continuing; and

     (ii) the Borrower shall have no right to (A) elect to cause an assignment by a Lender Party pursuant to Section 2.10(d) of the Credit Agreement, and (B) request or receive any additional Advance or the issuance of any additional Letter of Credit or Letter of Credit Participation Agreements, pursuant to Article II of the Credit Agreement, or otherwise.

(d) As used in this Limited Waiver:

     (i) “ Limited Waiver Effective Date ” shall mean September 30, 2009.

     (ii) “ Payment Defaults ” means the Defaults and Events of Default arising from failure to pay any Specified Amount on or prior to the date on which such Specified Amount is due and payable as set forth on Schedule 1 hereto;

     (iii) “ Specified Amounts ” has the meaning set forth in Section 2 hereof;

     (iv) “ Specified Defaults ” has the meaning set forth in Section 4 hereof; and

     (v) “ Waiver Period ” means the period commencing on the Limited Waiver Effective Date and ending on the earlier to occur of (A) October 13, 2009 or, if so agreed by the Required Lenders in their sole discretion after the Limited Waiver Effective Date, October 30, 2009, or (B) the occurrence of any Default or Event of Default (other than a Specified Default or a Payment Default).

      SECTION 2. Consent to Deferral of Specified Amounts Payment

     (a) Subject to Section 6(b) hereof, each of the Lenders hereby agrees to extend each date on which payment of each amount set forth on Schedule 1 hereto (each a “ Specified Amoun t” and collectively, the “ Specified Amounts ”) is due and payable under the Loan Documents to the day immediately following the last day of the Waiver Period.

      SECTION 3. Forbearance

     (a) In the event that Section 2 hereof does not become effective because the conditions precedent specified in Section 6(b) hereof are not satisfied, then the undersigned Required Lenders agree that from and after the Limited Waiver Effective Date until the last day of the Waiver Period, they shall forbear from exercising their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law with respect to the Payment Defaults.

     (b) Upon termination of the Waiver Period, the agreements of the undersigned Required Lenders to forbear from exercising their rights and remedies in respect of the Payment Defaults set forth herein shall automatically terminate, without the requirement of any notice to any Loan Party, and the undersigned Required Lenders shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law, including, without limitation, the right to demand the immediate repayment of the Advances and the right to immediate repayment of all other Obligations in full.

     (c) In furtherance of the foregoing and notwithstanding the occurrence of the Limited Waiver Effective Date, each of the Loan Parties agrees that, subject to the agreement of the undersigned Required Lenders to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Limited Waiver, all rights and remedies of the Lenders under the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lenders from and after the Limited Waiver Effective Date.

      SECTION 4. 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:

     (a) Specified Defaults and Payment Defaults . Set forth on Schedule 2 attached hereto is an accurate list of certain Defaults and/or Events of Default that have occurred and are continuing under the Loan Documents (such Defaults and/or Events of Default, the “ Specified Defaults ”) as of the date hereof. Immediately (i) prior to the effectiveness of this Limited Waiver (and subject to the terms and conditions of the Credit Agreement), the Agents, the Issuing Bank and the Lenders had available to them, and were entitled to exercise, and (ii) upon the expiration of the Waiver Period, the Agents, the Issuing Bank and the Lenders shall have available to them, and be entitled to exercise, in each case, all of the rights and remedies (including the right to enforce all of the security interests created pursuant to the Loan Documents and, at the direction of the Required Lenders, to terminate the Commitments and accelerate the Advances) accorded under the Credit Agreement and the other Loan Documents with respect to the Specified Defaults, and any other then continuing Default or Event of Default. From and after the date hereof, neither the Borrower nor any other Loan Party will assert any objection to, or take any position, or engage in any action, which is inconsistent with, the Loan Parties’ acknowledgments of the existence of the Specified Defaults set forth in this Section 4(a) as of the date hereof.

     (b) Continued Validity of Loan Documents . Except for the consent, waivers and forbearance set forth in Sections 1 , 2 , and 3 respectively, hereof, this Limited Waiver shall not, by implication or otherwise, limit, impair, constitute a consent, 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.

     (c) Reimbursement and Indemnification Obligations . Nothing contained herein shall be construed to diminish the expense reimbursement and indemnification obligations of the Loan Parties set forth in Section 9.04 of the Credit Agreement.

     (d) Advisers . The Borrower has an existing obligation to, and will, pay all invoiced fees and out-of-pocket expenses and disbursements of (i) Bingham McCutchen LLP (“ Bingham ”), counsel to certain of the Lenders, pursuant to the fee agreement, dated as of February 10, 2009, (ii) Gordian Group LLC (“ Gordian ”), the financial adviser engaged by Bingham for the benefit of the lenders represented by it, pursuant to engagement letter, dated as of February 20, 2009, and (iii) Stikeman Elliott LLP, Canadian counsel engaged by Bingham McCutchen LLP, subject to the terms and conditions of the fee agreement, dated as of February 10, 2009.

     (e) Payment Obligations . The Borrower has an existing obligation to, and will, pay to the Lenders on the day immediately following the last day of the Waiver Period each of the Specified Amounts.

     (f) Default Interest . Notwithstanding the consent, waivers and amendments set forth in this Limited Waiver, interest shall (i) accrue on the outstanding Obligations on and after the date hereof at the applicable default rates under Section 2.07(b) of the Credit Agreement and (ii) be payable in accordance with the Credit Agreement; provided that no such interest shall be payable until the day immediately following the last day of the Waiver Period.

      SECTION 5. 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 Limited Waiver has been duly executed and delivered by each Loan Party. The execution and delivery by each Loan Party of this Limited Waiver is within such Loan Party’s powers and has been duly authorized by all necessary action on its part. This Limited Waiver and the Credit Agreement constitute the legal, valid and binding obligations of such 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 Violation; No Defaults; Consents and Approvals . The execution, delivery and performance by each Loan Party of this 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 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.

     (iv) As of the Limited Waiver Effective Date (a) the outstanding principal amount of all Term Advances equals $76,659,696.92, (b) the outstanding principal amount of all Revolving Credit Advances equals $23,400,000.00 and (c) the outstanding LC Exposure equals US $50,000 and CAD $1,000,000.

     (e) No Other Defaults . No Default or Event of Default exists on the date hereof other than the Specified Defaults and 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 Affiliates that it controls 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 by any Loan Party, any of its Affiliates that it controls or any of their respective counsel, financial advisers or authorized representatives 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