THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of December 27,
2002, 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 amend 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. Amendments to Section 1.1.
(a) The following definitions appearing in Section 1.1 of the Credit Agreement are hereby amended and restated
in their entireties:
"Change of Control" means any of the following events: (a) the sale, lease, transfer or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
assets of the Borrower and its Subsidiaries taken as a whole to any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act), (b) any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act) (A) shall have acquired beneficial ownership,
directly or indirectly, of or (B) shall have acquired by contract or otherwise, or s