Item 1.01 Entry into a Material Definitive Agreement
Effective as of June 30, 2009, TLC Vision Corporation (the "Company") secured from its lenders an extension to September 9, 2009 of the previously announced limited waiver with respect to its credit facility. The credit facility, dated June 21, 2007, amended as of February 28, 2008, March 31, 2009 and June 5, 2009, provides for an $85 million term loan and a $25 million revolving credit line. As of July 31, 2009, the amount outstanding under the credit facility was approximately US$101.2 million.
The extension agreement and forbearance agreement is contained in the Limited Waiver and Amendment No. 4 to the Credit Agreement, dated as of June 30, 2009 (the "Limited Waiver"), which, among other things, provides a limited waiver through September 9, 2009 of specified defaults and extends to September 10, 2009, the time for payment of certain principal, interest and other payments previously due, provided, however, that in the event that the Limited Waiver is executed by less than 100% of the lenders, the Limited Waiver provides that lenders will, until September 9, 2009, forbear from exercising their rights arising out of the non-payment of certain principal, interest and other payments previously due. The Limited Waiver also amends certain terms of the credit agreement, provides for the accrual of default interest at an additional 2% per annum over otherwise applicable rates and releases any claims the Company may have had against the lenders. The foregoing description of the Limited Waiver is only a summary and is qualified in its entirety by the full text of the Limited Waiver, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01 Other Events
On August 3, 2009, the Company issued a press release announcing the extension of the limited waiver. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1 Limited Waiver and Amendment No. 4 to Credit Agreement, dated as of June 30, 2009.

99.1 Press Release entitled "TLC Vision Secures Extension of Credit Facility Limited Waiver to September 9, 2009" issued by TLC Vision Corporation on August 3, 2009.

---

Table of Contents