**EXHIBIT 10.30**
**FIFTH AMENDMENT TO CREDIT AGREEMENT**
     **THIS FIFTH AMENDMENT TO CREDIT AGREEMENT**(this “Agreement”), dated as ofDecember 31, 2003, 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 forthe Lenders (in such capacity, the “Agent”).
**RECITALS**
     A. The Borrower, the Guarantors, the Lenders and the Agent, are party tothat certain Credit Agreement dated as of March 24, 2000 (as previously amendedprior to the date hereof, the “Credit Agreement”). Unless otherwise definedherein or the context otherwise requires, capitalized terms used in thisAgreement, including its preamble and recitals, have the meanings provided inthe Credit Agreement.
     B. The Credit Parties have requested certain amendments to the CreditAgreement.
     C. The Required Lenders have agreed to amend the Credit Agreement on theterms and conditions hereinafter set forth.
     **NOW, THEREFORE**, in consideration of the agreements herein contained, theparties hereto hereby agree as follows:
     1. Capital Expenditures. The numerical amount “$4,000,000” appearing inSection 8.14 of the Credit Agreement is hereby deleted and replaced with$10,000,000.”
     2. Operating Leases. The numerical amount “$500,000” appearing in Section8.16 of the Credit Agreement is hereby deleted and replaced with $1,000,000.”
     3. Effectiveness. This Agreement shall be and become effective as of thedate hereof at such time as the Agent shall have (a) received executedcounterparts (including facsimile signatures) of this Agreement, whichcollectively shall have been duly executed on behalf of each of the CreditParties and the Required Lenders and (b) payment of the reasonable fees andexpenses of Moore & Van Allen PLLC, counsel for the Agent.
     4. Construction. This Agreement is a Credit Document executed pursuant tothe Credit Agreement and shall (unless otherwise expressly indicated therein)be construed, administered and applied in accordance with the terms andprovisions of the Credit Agreement.
     5. Representations and Warranties. Each Credit Party hereby representsand warrants that (i) each Credit Party that is party to this Agreement: (a)has the requisite corporate power and authority to execute, deliver and performthis Agreement, as applicable and (b) is duly authorized to, and has beenauthorized by all necessary corporate action, to execute, deliver and performthis Agreement, (ii) the representations and warranties contained in Section 6of the
 

 

Credit Agreement are true and correct in all material respects on and asof the date hereof upon giving effect to this Agreement as though made on andas of such date (except for those which expressly relate to an earlier date)and (iii) no Default or Event of Default exists under the Credit Agreement onand as of the date hereof upon giving effect to this Agreement.
     6. Acknowledgment. The Guarantors acknowledge and consent to all of theterms and conditions of this Agreement and agree that this Agreement does notoperate to reduce or discharge the Guarantors’ obligations under the CreditAgreement or the other Credit Documents. The Guarantors further acknowledgeand agree that the Guarantors have no claims, counterclaims, offsets, ordefenses to the Credit Documents and the performance of the Guarantors’obligations thereunder or if the Guarantors did have any such claims,counterclaims, offsets or defenses to the Credit Documents or any transactionrelated to the Credit Documents, the same are hereby waived, relinquished andreleased in consideration of the Lenders’ execution and delivery of thisAgreement.
     7. Counterparts. This Agreement may be executed by the parties hereto inseveral counterparts, each of which shall be deemed to be an original and allof which shall constitute together but one and the same agreement.
     8. Binding Effect. This Agreement, the Credit Agreement and the otherCredit Documents embody the entire agreement between the parties and supersedeall prior agreements and understandings, if any, relating to the subject matterhereof. These Credit Documents represent the final agreement between theparties and may not be contradicted by evidence of prior, contemporaneous orsubsequent oral agreements of the parties. Except as expressly modified andamended in this Agreement, all the terms, provisions and conditions of thecredit Documents shall remain unchanged and shall continue in full force andeffect.
     9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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     **IN WITNESS WHEREOF**, each of the parties hereto has caused a counterpart ofthis Agreement to be duly executed and delivered as of the date first abovewritten.     **BORROWER**: AMERICAN MEDICAL SYSTEMS, INC.      By:      Name:      Title          **GUARANTORS**: AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.