TLC Vision (USA) Corporation 16305 Swingley Ridge Road, Suite 300 Chesterfield, MO 63017 Attention: Michael Gries Re: Limited Waiver, Consent, and Amendment No. 3 to Credit Agreement Ladies and Gentlemen:Credit Agreement • June 9th, 2009 • TLC Vision Corp • Services-specialty outpatient facilities, nec • New York
We refer to the Amended and Restated Credit Agreement, dated as of June 21, 2007, as amended by Amendment No. 1 dated as of February 28, 2008, Limited Waiver and Amendment No. 2 dated as of March 31, 2009, Amendment to Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of April 30, 2009, and Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of June 1, 2009 (collectively, the “Credit Agreement”), 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, CIT Capital Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and CIT Healthcare LLC (“CIT”) Collateral Agent and Administrative Agent. The Credit Agreement, as amended by this Limited Waiver, Consent and Amendment No. 3 to Credit Agreement (this “Amendment No. 3”) is referred to herein as the “Amended Credit Agreeme
