**EXHIBIT 10.2**

THIRD AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Third Amendment to Second Amended and RestatedCredit Agreement (this “Amendment”) dated as of June 5, 2006 is by andamong Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”),the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agenton behalf of itself and the Lenders.  Allcapitalized terms used herein but not otherwise defined herein shall have themeanings 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 Lendersand the Administrative Agent have entered into that certain Second Amended andRestated Credit Agreement dated as of June 25, 2004 (as amended, modified andsupplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested the Lenders toamend the Credit Agreement as set forth herein; and

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

NOW, THEREFORE, IN CONSIDERATION of the premises andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

1.             Amendments.       The Credit Agreement is amended in thefollowing respects:

(a)           Theperiod at the end of clause (f) in the definition of “Change of Control” inSection 1.01 of the Credit Agreement is hereby deleted and replaced with “; or”and a new clause (g) is hereby added following such clause (f) and shall readas follows:

(g)           theoccurrence of a “FundamentalChange” or “Change of Control” (or any comparable term) under, and as definedin, the 2006 Convertible Senior Subordinated Notes Documents.

(b)           Subclause(a)(vi) in the definition of “Consolidated EBITDA” in Section 1.01 ofthe Credit Agreement is hereby amended to read as follows:

(vi) (A) the cash charges related to the conversion ofthe Existing Convertible Senior Subordinated Notes into Equity Interests, thecash charges related to the conversion of the 2004 Convertible SeniorSubordinated Notes into Equity Interests and the cash charges related to theconversion of the 2006 Convertible Senior Subordinated Notes into EquityInterests, provided that such cash charges do not exceed $35,000,000 in theaggregate for such period or any future period and (B) the non-cash chargesrelated to the conversion of the Existing Convertible Senior Subordinated Notesinto Equity Interests, the non-cash charges related to the conversion of the2004 Convertible Senior Subordinated Notes into Equity Interests and thenon-cash charges related to the conversion of the 2006 Convertible SeniorSubordinated Notes into Equity Interests, provided that such non-cash chargesdo not exceed $130,000,000 in the aggregate for such period or any futureperiod,

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(c)           The words “and minus” at theend of subclause (a)(vii) in the definition of “Consolidated EBITDA” is herebydeleted and replaced with “,” and new subclauses (a)(viii) and (a)(ix) arehereby added to the definition of “Consolidated EBITDA” following subclause(a)(vii) and shall read as follows:

(viii) the cash charges related to the rationalizationand repositioning strategy of the Borrower announced prior to the ThirdAmendment Effective Date and executed in 2005 and 2006, so long as such cashcharges do not exceed $40,000,000 in the aggregate and (ix) the non-cashcharges related to such rationalization and repositioning strategy of theBorrower and minus

(d)           Thesecond parenthetical in clause (a) of the definition of “Consolidated InterestCharges” in Section 1.01 of the Credit Agreement is hereby amended toread as follows:

 (excluding (A) those certain cashcharges related to the conversion of the Existing Convertible SeniorSubordinated Notes into Equity Interests, the cash charges related to theconversion of the 2004 Convertible Senior Subordinated Notes into EquityInterests and the cash charges related to the conversion of the 2006Convertible Senior Subordinated Notes into Equity Interests, provided that suchcash charges do not exceed $35,000,000 in the aggregate for such period or anyfuture period and (B) those certain non-cash charges related to the conversionof the Existing Convertible Senior Subordinated Notes into Equity Interests,the non-cash charges related to the conversion of the 2004 Convertible SeniorSubordinated Notes into Equity Interests and the non-cash charges related tothe conversion of the 2006 Convertible Senior Subordinated Notes into EquityInterests, provided that such non-cash charges do not exceed $130,000,000****in the aggregate for such period or any future period)

(e)           The definition of “ConsolidatedSenior Indebtedness” in Section 1.01 of the Credit Agreement is hereby amendedto read as follows:

“ConsolidatedSenior Indebtedness” means, as of any date of determination, for theBorrower and its Subsidiaries on a Consolidated basis, the sum of (a)Consolidated Total Indebtedness less (b) the sum of (i) the Indebtedness underthe Existing Convertible Senior Subordinated Notes, (ii) the Indebtedness underthe 2004 Convertible Senior Subordinated Notes, (iii) the AdditionalSubordinated Indebtedness, if any, and (iv) the Indebtedness under the 2006Convertible Senior Subordinated Notes.

(f)            Clause (h) of thedefinition of “Excess Cash Flow” in Section 1.01 of the Credit Agreementis hereby amendedto read as follows:

(h) cash charges made duringsuch period related to the conversion of the Existing Convertible SeniorSubordinated Notes, the 2004 Convertible Senior Subordinated Notes andthe 2006 Convertible Senior Subordinated Notes, minus

(g)           The definition of “TreasuryManagement Agreement” in Section 1.01 of the Credit Agreement is hereby amendedto read as follows:

“Treasury ManagementAgreement” means any agreement to provide treasury or cash managementservices, including deposit accounts, overdraft, credit or debit card, fundstransfer, automated clearinghouse, zero balance accounts, returned check

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concentration, controlled disbursement, lockbox,account reconciliation, reporting and trade finance services and other cashmanagement arrangements.

(h)           The following definitions are hereby added in Section 1.01 ofthe Credit Agreement in the appropriatealphabetical order and shall read as follows:

“2006 Convertible Senior SubordinatedNotes” means those convertible senior subordinated notes of the Borrowerissued pursuant to the 2006 Subordinated Indenture containing terms andconditions satisfactory to the Administrative Agent, as the same may beamended, modified or supplemented from time to time in accordance with theterms hereof and thereof.

“2006Convertible Senior Subordinated Notes Documents” means the 2006 ConvertibleSenior Subordinated Notes, the 2006 Subordinated Indenture and all otherdocuments executed and delivered in respect of the 2006 Convertible SeniorSubordinated Notes and the 2006 Subordinated Indenture, in each case containingterms and conditions satisfactory to the Administrative Agent, as the same maybe amended, modified or supplemented from time to time in accordance with theterms hereof and thereof.

“2006Subordinated Indenture” means that certain Indenture to be entered into bythe Borrower, as issuer, in fiscal year 2006 containing terms and conditionssatisfactory to the Administrative Agent, as the same may be amended, modifiedor supplemented from time to time in accordance with the terms hereof andthereof.

“ThirdAmendment Effective Date” means June 5, 2006.

(i)            Thefollowing language is hereby added at the end of Section 3.05 of the CreditAgreement and shall read as follows:

Notwithstandingthe foregoing, amounts shall be payable by the Borrower pursuant to this Section3.05 only to the extent any Lender claiming payment hereunder has notifiedthe Borrower and the Administrative Agent in writing of such amounts within 60days after such amounts have been incurred by such Lender.

(j)                                     Section 6.14(a) of theCredit Agreement is hereby amended to read as follows:

(a)           The Borrower is not engaged and willnot engage, principally or as one of its important activities, in the businessof purchasing or carrying margin stock (within the meaning of Regulation Uissued by the FRB), or extending credit for the purpose of purchasing orcarrying margin stock.  Following the applicationof the proceeds of each Borrowing or drawing under each Letter of Credit, notmore than 25% of the value of the assets (either of the Borrower only or of theBorrower and its Subsidiaries on a consolidated basis) subject to theprovisions of Section 8.01 or Section 8.05 or subject to anyrestriction contained in any agreement or instrument between the Borrower andany Lender or any Affiliate of any Lender relating to Indebtedness and withinthe scope of Section 9.01(f) will be margin stock.

(k)           A newSection 6.22(d) is hereby added following Section 6.22(c) of the CreditAgreement and shall read as follows:

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(d)           All Obligations hereunder and under the otherLoan Documents are within the definitions of “Senior Indebtedness” (or anycomparable term) and “Designated Senior Indebtedness” (or any comparable term)included in the subordination provisions contained in the 2006 ConvertibleSenior Subordinated Notes Documents. There exists no Designated Senior Indebtedness for purposes of, and asdefined in, the 2006 Convertible Senior Subordinated Notes Documents (otherthan the Obligations).

(l)            Thesecond parenthetical in Section 7.02(f) of the Credit Agreement is herebyamended to read as follows:

(including notices from thetrustee under the Existing Convertible Senior Subordinated Notes Documents, thetrustee under the 2004 Convertible Senior Subordinated Notes Documents, thetrustee under the 2006 Convertible Senior Subordinated Notes Documents and thetrustee under the documentation governing any Additional SubordinatedIndebtedness)

(m)          Theproviso in Section 7.11 of the Credit Agreement is hereby deleted in itsentirety and the “;” preceding the proviso in such Section 7.11 is herebydeleted and replaced with a period.

(n)           Theproviso in Section 8.03(c) of the Credit Agreement is hereby amended to read asfollows:

provided, however it isunderstood and agreed that the Subsidiaries of the Borrower shall not Guarantee(x) the Indebtedness under the 2004 Convertible Senior Subordinated NotesDocuments or (y) the Indebtedness under the 2006 Convertible SeniorSubordinated Notes Documents and any such Guarantees are prohibited by thisAgreement;

(o)           Theperiod at the end of Section 8.03(p) of the Credit Agreement is hereby deletedand replaced with “; or” and a new Section 8.03(q) is hereby added followingsuch Section 8.03(p) and shall read as follows:

(q)           Indebtedness of the Borrower under the 2006Convertible Senior Subordinated Notes in an aggregate principal amount not toexceed $600,000,000.

(p)           Section8.06(f) of the Credit Agreement is hereby amended to read as follows:

(f)            the Borrower may purchase, redeem, retire orotherwise acquire, directly or indirectly, its own Equity Interests so long as:

(i)            after giving effect to any suchpurchase, redemption, retirement or acquisition, the Borrower shall have atleast $100,000,000 of availability under the Revolving Credit Facility;

(ii)           immediately before and after givingeffect thereto, no Default or Event of Default shall have occurred and becontinuing or would result therefrom; and

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(iii)          any of (A) after giving effect to anysuch purchase, redemption, retirement or acquisition on a pro forma basis, theConsolidated Total Leverage Ratio does not exceed 2.0 to 1.0 or (B) aftergiving effect to any such purchase, redemption, retirement or acquisition on apro forma basis, if the Consolidated Total Leverage Ratio is greater than 2.0to 1.0, the sum of (1) the total amount paid by the Borrower for all EquityInterests purchased, redeemed, retired or acquired plus (2) the totalamount of Indebtedness subordinated to the Obligations that has been prepaid,redeemed, purchased, defeased or otherwise satisfied prior to the scheduledmaturity thereof shall not exceed $650,000,000 in the aggregate subsequent tothe Third Amendment Effective Date;

(q)           The periodat the end of Section 8.06(g) of the Credit Agreement is hereby deleted andreplaced with “; and” and a new Section 8.06(h) is hereby added following suchSection 8.06(g) and shall read as follows:

(h)           after the Borrower has purchased,redeemed, retired or otherwise acquired its Equity Interests and/or prepaid,redeemed, purchased, defeased or otherwise satisfied Indebtedness subordinatedto the Obligations in an amount up to $650,000,000 in the aggregate pursuant toSection 8.06(f) and Section 8.16(a)(v), the Borrower maypurchase, redeem, retire or otherwise acquire, directly or indirectly, its ownEquity Interests so long as:

(i)            no Revolving Credit Loan, Swing LineLoan or Foreign Currency Fronting Loan is outstanding hereunder (or will beoutstanding immediately after giving effect thereto);

(ii)           immediately before and aftergiving effect thereto, no Default or Event of Default shall have occurred andbe continuing or would result therefrom; and

(iii)          after giving effect to any suchpurchase, redemption, retirement of acquisition, the sum of (A) the totalamount paid by the Borrower for all Equity Interests purchased, redeemed,retired or acquired pursuant to this Section 8.06(h)plus (B) thetotal amount of Indebtedness subordinated to the Obligations that has beenprepaid, redeemed, purchased, defeased or otherwise satisfied prior to thescheduled maturity thereof pursuant to Section 8.16(a)(vi) shall notexceed $500,000,000 in the aggregate.

(r)            Subclause(I) in the second proviso in Section 8.09 of the Credit Agreement is herebyamended to read as follows:

(I) the matters referred to clauses (i) — (iv) abovecontained in the Existing Convertible Senior Subordinated Notes Documents, the2004 Convertible Senior Subordinated Notes Documents, the documentationgoverning any Additional Subordinated Indebtedness,  the Permitted Senior Unsecured Note Documentsor the 2006 Convertible Senior Subordinated Notes Documents,

(s)                                  Section 8.10 of theCredit Agreement is hereby amended to read as follows:

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**8.10        Useof Proceeds.**

Use the proceeds of anyCredit Extension, whether directly or indirectly, and whether immediately,incidentally or ultimately, to purchase or carry margin stock (within themeaning of Regulation U of the FRB) in any manner that would constitute aviolation of Regulation U of the FRB or to extend credit to others for thepurpose of purchasing or carrying margin stock or to refund indebtednessoriginally incurred for such purpose.

(t)            Section8.11(a) of the Credit Agreement is hereby amended to read as follows:

(a)           Maximum Consolidated TotalLeverage Ratio.

(i)            Priorto the issuance of the 2006 Senior Subordinated Convertible Notes, permit theConsolidated Total Leverage Ratio as of the end of any fiscal quarter of theBorrower to be more than the ratio set forth opposite such fiscal quarterbelow:

| Quarter Ending                     | ** ** | **Ratio** | ** ** |
|-----------------------------------------|------------|-----------|------------|
|                                    |       |      |       |
| June 30, 2006                      |       | 3.75:1.0  |       |
| September 30, 2006                 |       | 3.75:1.0  |       |
| December 31, 2006                  |       | 3.25:1.0  |       |
| March 31, 2007                     |       | 3.25:1.0  |       |
|                                    |       |      |       |
| June 30, 2007                           |       | 3.25:1.0  |       |
|                                    |       |      |       |
| September 30, 2007                 |       | 3.25:1.0  |       |
| December 31, 2007                  |       | 3.25:1.0  |       |
| March 3l, 2008                     |       | 3.25:1.0  |       |
|                                    |       |      |       |
| June 30, 2008                           |       | 3.25:1.0  |       |
| September 30,  2008 and thereafter |       | 3.25:1.0  |       |

 

(ii)           Following theissuance of the 2006 Convertible Senior Subordinated Notes, permit theConsolidated Total Leverage Ratio as of the end of any fiscal quarter of theBorrower to be more than the ratio set forth opposite such fiscal quarterbelow:

| Quarter Ending     | ** ** | **Ratio** | ** ** |
|-------------------------|------------|-----------|------------|
|                    |       |      |       |
| June 30, 2006      |       | 5.50:1.0  |       |
| September 30, 2006 |       | 5.50:1.0  |       |
| December 31, 2006  |       | 5.00:1.0  |       |
| March 31, 2007     |       | 4.75:1.0  |       |
|                    |       |      |       |
| June 30, 2007           |       | 4.50:1.0  |       |
| September 30, 2007 |       | 4.50:1.0  |       |
| December 31, 2007  |       | 3.75:1.0  |       |
| March 3l, 2008     |       | 3.75:1.0  |       |
|                    |       |      |       |
| June  30, 2008          |       | 3.75:1.0  |       |

 

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| Quarter Ending               | ** ** | **Ratio** | ** ** |
|-----------------------------------|------------|-----------|------------|
| September 30, 2008           |       | 3.75:1.0  |       |
| December  31, 2008 and thereafter |       | 3.50:1.0  |       |

 

(u)           Clause(v) of 8.16(a) of the Credit Agreement is hereby amended to read as follows:

(v)           the prepayment, redemption, purchase, defeasanceor other satisfaction prior to the scheduled maturity thereof of anyIndebtedness subordinated to the Obligations so long as:

(A)          after giving effect to any suchprepayment, redemption, purchase,defeasance or other satisfaction, the Borrower shall have at least$100,000,000 of availability under the Revolving Credit Facility;

(B)           immediately before and after givingeffect thereto, no Default or Event of Default shall have occurred or becontinuing or would result therefrom; and

(C)           any of (1) after giving effectto any such prepayment, redemption,purchase, defeasance or other satisfaction on a pro forma basis, theConsolidated Total Leverage Ratio does not exceed 2.0 to 1.0 or (2) aftergiving effect to any such prepayment,redemption, purchase, defeasance or other satisfaction on a pro formabasis, if the Consolidated Total Leverage Ratio is greater than 2.0 to 1.0, thesum of (x) the total amount paid by the Borrower for all Equity Interestspurchased, redeemed, retired or acquired plus (y) the total amount ofsuch Indebtedness that has been prepaid, redeemed, purchased, defeased orotherwise satisfied shall not exceed $650,000,000 in the aggregate subsequentto the Third Amendment Effective Date; and

(v)           A newclause (vi) is hereby added following clause (v) of 8.16(a) of the CreditAgreement and shall read as follows:

(vi)          after the Borrower has prepaid, redeemed,purchased, defeased or otherwise satisfied Indebtedness subordinated to theObligations and/or purchased, redeemed, retired or otherwise acquired itsEquity Interests in an amount up to $650,000,000 in the aggregate pursuant to Section8.16(a)(v) and Section 8.06(f), the prepayment, redemption,purchase, defeasance or other satisfaction prior to the scheduled maturitythereof of any Indebtedness subordinated to the Obligations so long as:

(A)          no Revolving Credit Loan, Swing LineLoan or Foreign Currency Fronting Loan is outstanding hereunder (or will beoutstanding immediately after giving effect thereto);

(B)           immediately before and aftergiving effect thereto, no Default or Event of Default shall have occurred andbe continuing or would result therefrom; and

 

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(C)           after giving effect to any suchprepayment, redemption, purchase, defeasance or satisfaction, the sum of (1)the total amount paid by the Borrower for all Equity Interests purchased,redeemed, retired or acquired pursuant to Section 8.06(h)plus(2) the total amount of such Indebtedness that has been prepaid, redeemed,purchased, defeased or otherwise satisfied pursuant to this Section8.16(a)(vi) shall not exceed $500,000,000 in the aggregate.

(w)          Section8.16(b) of the Credit Agreement is hereby amended to read as follows:

(b)         Amend, modify or change in any manner that would be adverse to theLenders any term or condition of any (i) Existing Debt, (ii) Indebtedness underthe Existing Convertible Senior Subordinated Notes Documents, (iii)Indebtedness under the 2004 Convertible Senior Subordinated Notes Documents,(iv) documentation governing the Additional Subordinated Indebtedness, (v) the2006 Convertible Senior Subordinated Notes Documents, or (vi) any otherIndebtedness subordinated to any Obligations, or permit any of its Subsidiariesto do any of the foregoing other than to prepay any Indebtedness payable to theBorrower; provided that prepayments shall be permitted in connectionwith any refinancing permitted pursuant to Section 8.03;providedfurther that such refinancing shall not accelerate any regularlyscheduled or required repayment or redemptions.

(x)            A new Section 8.21(d) is herebyadded following Section 8.21(c) of the Credit Agreement and shall read asfollows:

(d)           Incur or permit to exist anyIndebtedness (other than Indebtedness under the Loan Documents) if theinstrument governing such Indebtedness states, or the Borrower otherwisepurports to designate, that such Indebtedness is “Designated SeniorIndebtedness” (or any comparable term) as such term is defined in the 2006Convertible Senior Subordinated Notes Documents.

(y)           The second parenthetical in subclause(i)(A) of Section 9.01(f) of the Credit Agreement is hereby amended to read asfollows:

(other than Indebtednesshereunder, Indebtedness under Swap Contracts and any Indebtedness referred toin Section 9.01(o), (p)**,**(q), (r)****or****(s)****below)

(z)            The period at the end of Section9.01(r) of the Credit Agreement is hereby deleted and replaced with “ or” and anew Section 9.01(s) is hereby added following such Section 9.01(r) and shallread as follows:

(s)           2006Convertible Senior Subordinated Notes Documents.  (i) There shall occur an “Event of Default”(or any comparable term) under, and as defined in, the 2006 Convertible Senior Subordinated NotesDocuments, (ii) any of the Obligations forany reason shall cease to be “Designated Senior Indebtedness” (or anycomparable term) under, and as defined in, the 2006 Convertible SeniorSubordinated Notes Documents, (iii) anyIndebtedness other than the Obligations shall constitute “Designated SeniorIndebtedness” (or any comparable term) under, and as defined in, the 2006Convertible Senior Subordinated Notes Documents or (iv) the subordination provisions of the 2006 Convertible Senior Subordinated Notes Documentsshall, in whole or in part, terminate,cease to be effective or cease to be legally valid, binding and enforceableagainst any holder of any 2006 Convertible Senior Subordinated Notes duringsuch time as any 

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Indebtedness under the 2006 ConvertibleSenior Subordinated Notes Documents is outstanding.

2.             ConditionsPrecedent.  This Amendment shall beeffective upon satisfaction of the following conditions precedent:

(a)           receipt by the Administrative Agentof this Amendment executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and

(b)           receipt by the Administrative Agent,for the account of each Lender delivering an executed counterpart of thisAmendment to the Administrative Agent, of an amendment fee equal to 0.05% onsuch Lender’s Revolving Credit Commitment and any other fees and expensesrequired to be paid on or before the date hereof.

3.             Miscellaneous.

(a)          The Credit Agreement (as amended bythis Amendment), and the obligations of the Loan Parties thereunder and underthe other Loan Documents, are hereby ratified and confirmed and shall remain infull force and effect according to their terms.

(b)           EachGuarantor (i) acknowledges and consents to all of the terms and conditionsof this Amendment, (ii) affirms all of its obligations under the LoanDocuments, (iii) agrees that this Amendment and all documents executed inconnection herewith do not operate to reduce or discharge its obligations under the CreditAgreement or the other Loan Documents and (iv) hereby confirms and agrees that its Guaranty shall continue and remain in full force andeffect after giving effect to this Amendment and that, notwithstanding anycontrary terms in such Guaranty, such Guaranty now applies to the CreditAgreement as amended by this Amendment.

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

(i)            Each Loan Party has taken allnecessary action to authorize the execution, delivery and performance of thisAmendment.

(ii)           This Amendment has been duly executedand 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 lawsaffecting creditors’ rights generally and (B) general principles of equity(regardless of whether such enforceability is considered in a proceeding at lawor in equity).

(iii)          No consent, approval, authorization ororder of, or filing, registration or qualification with, any court orgovernmental authority or third party is required in connection with theexecution, delivery or performance by any Loan Party of this Amendment, otherthan those of the Lenders and the Administrative Agent and those that havealready been obtained and are in full force and effect as of the date hereof.

(d)         TheLoan Parties represent and warrant to the Lenders that (i) the representationsand warranties of the Loan Parties set forth in Article VI of the CreditAgreement and in each other Loan Document are true and correct in all materialrespects as of the date hereof with the same effect as if made on and as of thedate hereof, except to the extent such representations and

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warrantiesexpressly relate solely to an earlier date and (ii) no event has occurred andis continuing which constitutes a Default or an Event of Default.

(e)          The Borrower agrees to pay allreasonable costs and expenses of the Administrative Agent in connection withthe preparation, execution and delivery of this Amendment, including withoutlimitation the reasonable fees and expenses of Moore & Van Allen, PLLC.

(f)          This Amendment may be executed in anynumber of counterparts, each of which when so executed and delivered shall bean original, but all of which shall constitute one and the sameinstrument.  Delivery of an executedcounterpart of this Amendment by telecopy shall be effective as an original andshall constitute a representation that an executed original shall be delivered.

(g)         **THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDERSHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWSOF THE STATE OF NEW YORK.**

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto hascaused a counterpart of this Amendment to be duly executed and delivered as ofthe date and year first above written.
| **BORROWER:**   |   | ADVANCED MEDICAL OPTICS, INC.,                      |
|-----------------|--------|-----------------------------------------------------|
|            |   | a Delaware corporation                              |
|            |   |                                                |   |   |
|            |   | By:                                                 |   | /s/ RICHARD A. MEIER |
|            |   | Name:                                               |   | Richard A. Meier |
|            |   | Title:                                              |   | Executive Vice President,  Operations, |
|            |   |                                                |   | President, Eye Care Business, and |
|            |   |                                                |   | Chief Financial Officer |
| ** **      |   |                                                |   |   |
| **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 |

 

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IN WITNESS WHEREOF, each of the parties hereto hascaused a counterpart of this Amendment to be duly executed and delivered as ofthe date and year first above written.
|        |   | BANK OF AMERICA, N.A., as  Administrative Agent                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                  |   |   |
|   |   | By:                                                                                                   |   | /s/ ANGELA LAU |
|   |   | Name:                                                                                                 |   | Angela Lau |
|   |   | Title:                                                                                                |   | Assistant Vice President |
|   |   |                                                                                                  |   |   |
|   |   | BANK OF AMERICA, N.A., as  Swing Line Lender, L/C Issuer, Foreign Currency Fronting Lender and Lender |
|   |   |                                                                                                  |   |   |
|   |   | By:                                                                                                   |   | /s/ B. KENNETH BURTON, JR. |
|   |   | Name:                                                                                                 |   | B. Kenneth Burton, Jr. |
|   |   | Title:                                                                                                |   | Vice President |

 

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*IN WITNESS WHEREOF,*the parties hereto have caused this Amendment to be duly executed as ofthe date first above written.
|        |   | JPMORGAN CHASE BANK, N.A.                         |
|--------|--------|---------------------------------------------------|
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ JANA CHIAT |
|   |   | Name:                                             |   | Jana Chiat |
|   |   | Title:                                            |   | Underwriter |
|   |   |                                              |   |   |
|   |   | THE GOVERNOR & COMPANY OF THE BANK OF IRELAND |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ PADRAIG RUSHE |
|   |   | Name:                                             |   | Padraig Rushe |
|   |   | Title:                                            |   | Authorised Signatory |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ KEVIN HEALY |
|   |   | Name:                                             |   | Kevin Healy |
|   |   | Title:                                            |   | Authorised Signatory |
|   |   |                                              |   |   |
|   |   | PNC BANK, NATIONAL ASSOCIATION                    |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ PHILIP K. LIEBSCHER |
|   |   | Name:                                             |   | Philip K. Liebscher |
|   |   | Title:                                            |   | Senior Vice President |
|   |   |                                              |   |   |
|   |   | UNION BANK OF CALIFORNIA, N.A.                    |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ STEPHEN W. DUNNE |
|   |   | Name:                                             |   | Stephen W. Dunne |
|   |   | Title:                                            |   | Vice President |
|   |   |                                              |   |   |
|   |   | WELLS FARGO BANK, N.A.                            |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ PAUL K. STIMPFL |
|   |   | Name:                                             |   | Paul K. Stimpfl |
|   |   | Title:                                            |   | Senior Vice President |
|   |   |                                              |   |   |
|   |   | AIB PLC                                           |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ JOSEPH S. AUGUSTINI |
|   |   | Name:                                             |   | Joseph s. Augustini |
|   |   | Title:                                            |   | Vice President |
|   |   |                                              |   |   |
|   |   | By:                                               |   | /s/ ROISIN O’CONNELL |
|   |   | Name:                                             |   | Roisin O’Connell |
|   |   | Title:                                            |   | Vice President |

 

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|        |   | U.S. BANK NATIONAL ASSOCIATION |
|--------|--------|--------------------------------|
|   |   |                           |   |   |
|   |   | By:                            |   | /s/ JANICE T. THEDE |
|   |   | Name:                          |   | Janice T. Thede |
|   |   | Title:                         |   | Vice President |
|   |   |                           |   |   |
|   |   | UBS LOAN FINANCE LLC           |
|   |   |                           |   |   |
|   |   | By:                            |   | /s/ RICHARD L. TAVROW |
|   |   | Name:                          |   | Richard L. Tavrow |
|   |   | Title:                         |   | Director |
|   |   |                           |   |   |
|   |   | By:                            |   | /s/ IRJA R. OTSA |
|   |   | Name:                          |   | Irja R. Otsa |
|   |   | Title:                         |   | Associate Director |
|   |   |                           |   |   |
|   |   | GE CAPITAL CORPORATION         |
|   |   |                           |   |   |
|   |   | By:                            |   | /s/ PARMINDER ATWAL |
|   |   | Name:                          |   | Parminder Atwal |
|   |   | Title:                         |   | Duly Authorized Signatory |

 

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