February 16, 2009 Dear Jim: (November 16th, 2009)
This letter agreement confirms the engagement of Conway, Del Genio, Gries & Co., LLC (CDG) by TLC Vision Corporation (the Company), as its restructuring advisor and with respect to other financial matters as to which the Company and CDG may agree in writing during the Term (as determined pursuant to Section C below) of this engagement (Agreement). All references in this letter to this Agreement shall include Schedule I hereto and Attachment A thereto.
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: (June 3rd, 2009)
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.
Amendment No. 1 to the Credit Agreement (March 17th, 2008)
AMENDMENT NO. 1, dated as of February 28, 2008 (this Amendment), to the Credit Agreement referred to below among TLC VISION (USA) CORPORATION, a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, the Lenders) and CIT HEALTHCARE LLC, as collateral and administrative agent (the Administrative Agent) for the Lenders.
Contract (March 16th, 2005)
Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31 day of December 2004 between TLC Vision Corporation, a New Brunswick corporation (the "Corporation"), and Brian L. Andrew, who resides at 15788 Summer Ridge Dr., Chesterfield, MO 63017 (the "Employee"). WHEREAS, The Corporation and the Employee wish to enter into this Agreement to set forth the rights and obligations of each of them with respect to the Employee's employment with the Corporation; NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Employee agree as follows: 1. DEFINITIONS 1.1. In this Agreement, 1.1.1. "AFFILIATE" has the meaning set forth in Section 5001 of the Delaware Code as the same may be amended from time to time, and any successor legislation t