FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of January 3, 2001, is
entered into by and among AMERICAN MEDICAL SYSTEMS, INC., a Delaware corporation (the
"Borrower"), each of the Persons identified as a "Guarantor" on the signature pages hereto, each of the Persons
identified as a "Lender" on the signature pages hereto and BANK OF AMERICA, N.A., as Agent for the
Lenders (in such capacity, the "Agent").
A. The Borrower, the Guarantors, the Lenders and the Agent, are party to that certain Credit Agreement dated
as of March 24, 2000 (as previously amended prior to the date hereof, the "Credit Agreement"). Unless
otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Credit Agreement.
B. The Credit Parties have requested certain amendments to the Credit Agreement.
C. The Required Lenders have agreed to amended the Credit Agreement on the terms and conditions hereinafter
NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as
1. Amendment to Section 8.6. Section 8.6(j) of the Credit Agreement is hereby amended and restated in its
entirety and a new Section 8.6(k) is hereby added to the Credit Agreement, in each case, to read as follows:
(j) Investments consisting of an Acquisition by the Borrower or any Subsidiary of the Borrower, provided that (i)
the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same
or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any
reasonable extensions or expansions thereof), (ii) the Agent shall have received all items in respect of the Capital
Stock or Property acquired in such Acquisition required to be delivered by the terms of
Section 7.12 and/or Section 7.13, (iii) in the case