First Amendment to Credit Agreement



 EXHIBIT 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 This First Amendment to Credit Agreement (this
“Amendment”) dated as of October 5, 2007 is by and among Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”), the Guarantors, certain of the Revolving Credit Lenders and Bank of America,
N.A., as Administrative Agent on behalf of itself and the Lenders. All capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as defined below). 
 W I T N E S S E T H 
 WHEREAS, the Borrower,
the Guarantors, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of April 2, 2007 (as amended, modified and supplemented from time to time, the “Credit Agreement”); 

WHEREAS, on May 25, 2007, the Borrower announced a voluntary recall of Complete® MoisturePlusTM Multipurpose Solution (the “Product Recall”); 
 WHEREAS, the Product Recall has affected the Borrower’s current and projected financial performance and the Borrower has accordingly requested the Revolving Credit Lenders to amend the Credit Agreement as set forth herein; and

 WHEREAS, the Revolving Credit Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein. 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 1. Amendments. 
 (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order: 

“Product Recall” means that certain voluntary recall of Complete® MoisturePlusTM Multipurpose Solution announced by the Borrower on May 25, 2007. 
 (b) Section 8.11(a) of the Credit Agreement is hereby amended and restated to read as follows: 
 “(a)
Maximum Consolidated Total Leverage Ratio. For so long as any Lender shall have any Revolving Credit Commitments or Revolving Credit Loans outstanding, permit the Consolidated Total Leverage Ratio as of the last date of any four-fiscal
quarter period of the Borrower ending on the date set forth below to be more than the ratio set forth opposite the last date of such four-fiscal quarter period below: 
  

			
	 Four-Fiscal Quarter
 Period Ending
	  	Ratio
	 September 30, 2007
	  	5.75:1.00
	 December 31, 2007
	  	5.75:1.00
	 March 31, 2008
	  	5.25:1.00
	 June 30, 2008
	  	5.25:1.00
	 September 30, 2008
	  	4.75:1.00
	 December 31, 2008
	  	4.75:1.00
	 March 31, 2009
	  	4.25:1.00
	 June 30, 2009
	  	4.25:1.00
	 September 30, 2009
	  	4.00:1.00
	 December 31, 2009
	  	4.00:1.00
	 March 31, 2010 and thereafter
	  	3.50:1.00

  

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 ; provided, however, that solely for purposes of calculating the Consolidated Total Leverage Ratio for the
applicable period for purposes of this Section 8.11(a), the Borrower shall be permitted to add to Consolidated EBITDA certain cash and non-cash charges relating to the Product Recall incurred during the applicable period in the amounts and for
the periods set forth in the table below; provided that the total amount of charges related to the Product Recall added back to Consolidated EBITDA for purposes of this Section 8.11(a) shall not exceed $155,000,000: 
  

			
	 Fiscal Quarter
 Ending
	  	 Consolidated EBITDA
 Add-Back

	 June 30, 2007
	  	Up to $73,000,000 (including $9,983,000 of non-cash charges currently permitted by the definition of Consolidated EBITDA)
		
	 September 30, 2007
	  	Up to $38,000,000
		
	 December 31, 2007
	  	Up to $44,000,000 plus the amount of Product Recall-related charges permitted to be incurred in the fiscal quarter ending September 30, 2007 but instead incurred during the
fiscal quarter ending December 31, 2007”

 (c) Section 8.11(b) of the Credit Agreement is hereby amended by inserting the following
language to the end of such section: 
 “; provided, however, that solely for purposes of calculating the Consolidated Interest Coverage
Ratio for the applicable period for purposes of this Section 8.11(b), the Borrower shall be permitted to add to Consolidated EBITDA certain cash and non-cash charges relating to the Product Recall incurred during the applicable period in the
amounts and for the periods set forth 

  

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in the table below; provided that the total amount of charges related to the Product Recall added back to Consolidated EBITDA for purposes of this
Section 8.11(b) shall not exceed $155,000,000: 
  

			
	 Fiscal Quarter
 Ending
	  	 Consolidated EBITDA
 Add-Back

	 June 30, 2007
	  	Up to $73,000,000 (including $9,983,000 of non-cash charges currently permitted by the definition of Consolidated EBITDA)
		
	 September 30, 2007
	  	Up to $38,000,000
		
	 December 31, 2007
	  	Up to $44,000,000 plus the amount of Product Recall-related charges permitted to be incurred in the fiscal quarter ending September 30, 2007 but instead incurred during the fiscal quarter
ending December 31, 2007”

 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the
following conditions precedent: 
 (a) receipt by the Administrative Agent of this Amendment executed by the Borrower, the
Guarantors, the Revolving Credit Lenders holding more than 50% of the Revolving Credit Commitments (other than Defaulting Lenders) and the Administrative Agent; and 
 (b) receipt by the Administrative Agent (for distribution to the applicable Revolving Credit Lenders) of all fees and expenses required to
be paid by the Borrower on or before the date hereof. 
 3. Miscellaneous. 
 (a) The Credit Agreement (as amended by this Amendment), and the obligations of the Loan Parties thereunder and under the other Loan
Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. 
 (b) Each
Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents, (iii) agrees that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) hereby confirms and agrees that its Guarantee shall continue and remain in full force and effect after giving effect
to this Amendment and that, notwithstanding any contrary terms in such Guarantee, such Guarantee now applies to the Credit Agreement as amended by this Amendment. 
  

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 (c) The Borrower and the Guarantors hereby represent and warrant as follows: 

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment. 

(ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal,
valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
 (iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment, other than those of the Revolving Credit Lenders and the Administrative Agent and those that have already been obtained and are
in full force and effect as of the date hereof. 
 (d) The Loan Parties represent and warrant to the Lenders that, after
giving effect to this Amendment, (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with
the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an
Event of Default. 
 (e) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Latham & Watkins LLP. 
 (f) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy, facsimile or electronic delivery (in pdf format) shall be effective as an original and shall constitute a representation
that an executed original shall be delivered. 
 (g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [Signature Pages Follow]

  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date and year first above written. 
  

									
	BORROWER:	 		 	 ADVANCED MEDICAL OPTICS, INC.,
 a Delaware
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Chief Operating Officer and Chief Financial Officer

 [Signature Page to First Amendment to Credit Agreement] 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date and year first above written. 
  

									
	GUARANTORS:	 		 	 AMO HOLDINGS, INC.,
 a Delaware corporation,
formerly AMO Holdings, LLC

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 VISX, INCORPORATED,
 a Delaware corporation


					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 AMO USA, INC.,
 a Delaware
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 QUEST VISION TECHNOLOGY, INC.
 a California
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 WAVEFRONT SCIENCES, INC.,
 a New Mexico
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 INTRALASE CORP.,
 a Delaware
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer
			
		 		 	 AMO SALES AND SERVICES, INC.,
 a Delaware
corporation

					
		 		 		 	By:	 	/s/ RICHARD A. MEIER
		 		 		 	Name:	 	Richard A. Meier
		 		 		 	Title:	 	Vice President and Chief Financial Officer

 [Signature Page to First Amendment to Credit Agreement] 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date and year first above written. 
  

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ ALYSA TRAKAS
	Name:	 	Alysa Trakas
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as a Revolving Credit Lender
		
	By:	 	/s/ ALYSA TRAKAS
	Name:	 	Alysa Trakas
	Title:	 	Vice President


 [Signature Page to First Amendment to Credit Agreement] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	CITIBANK, N.A.
		
	By:	 	/s/ JAMES M. BUCHAM
	Name:	 	James M. Bucham
	Title:	 	Vice President


 [Signature Page to First Amendment to Credit Agreement] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ ANNA C. RUIZ
	Name:	 	Anna C. Ruiz
	Title:	 	Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	/s/ STEPHEN W. DUNNE
	Name:	 	Stephen W. Dunne
	Title:	 	Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	UBS LOAN FINANCE LLC.
		
	By:	 	/s/ RICHARD L. TAVROW
	Name:	 	Richard L. Tavrow
	Title:	 	Director
		
	By:	 	/s/ DAVID B. JULIE
	Name:	 	David B. Julie
	Title:	 	Associate Director


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ PHILIP K. LIEBSCHER
	Name:	 	Philip K. Liebscher
	Title:	 	Senior Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	LOAN FUNDING V, LLC.
		
	By:	 	/s/ STEPHEN J. COLLINS
	Name:	 	Stephen J. Collins
	Title:	 	Prudential Investment Management, Inc.
		 	Portfolio Manager


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	COMMERZBANK AG, NEW YORK
	AND GRAND CAYMAN BRANCHES
		
	By:	 	/s/ YANGLING JOANNE SI
	Name:	 	Yangling Joanne Si
	Title:	 	Vice President
		
	By:	 	/s/ MATTHEW HAVENS
	Name:	 	Matthew Havens
	Title:	 	AT


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	THE GOVERNOR & COMPANY OF THE
	BANK OF IRELAND
		
	By:	 	/s/ ANNE DONOVAN
	Name:	 	Anne Donovan
	Title:	 	Manager


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	AIB DEBT MANAGEMENT, LIMITED
		
	By:	 	/s/ JOSEPH AUGUSTINI
	Name:	 	Joseph Augustini
	Title:	 	Senior Vice President
		 	Investment Advisor
		
	By:	 	/s/ NORBERT GALLIGAN
	Name:	 	Norbert Galligan
	Title:	 	Vice President Advisor


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	WELLS FARGO FOOTHILL, LLC
		
	By:	 	/s/ KRISTA WADE
	Name:	 	Krista Wade
	Title:	 	Assistant Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	/s/ STEVEN T. BRENNAN
	Name:	 	Steven T. Brennan
	Title:	 	First Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	/s/ ROBERT SCHATZMAN
	Name:	 	Robert Schatzman
	Title:	 	


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	/s/ DAVID R. CAMPBELL
	Name:	 	David R. Campbell
	Title:	 	Senior Vice President


  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	FORTIS CAPITAL CORP.
		
	By:	 	/s/ JOHN M. CRAWFORD
	Name:	 	John M. Crawford
	Title:	 	Managing Director
		
	By:	 	/s/ MICHAEL V. M. van der VOORT
	Name:	 	Michael V. M. van der Voort
	Title:	 	Managing Director


  

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