Second Amendment to Credit Agreement



 EXHIBIT 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 This Second Amendment to Credit Agreement (this
“Amendment”) dated as of July 30, 2008 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 or modified from time to time, the “Credit Agreement”); 
 WHEREAS, the Borrower has requested that the Revolving Credit Lenders 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. Amendment. The first grid in Section 8.11(a) of the Credit Agreement is hereby amended
and restated to read as follows: 
  

			
	 Four-Fiscal Quarter
 Period Ending
	  	Ratio
	 September 28, 2007
	  	5.75:1.00
	 December 31, 2007
	  	5.75:1.00
	 March 28, 2008
	  	5.25:1.00
	 June 27, 2008
	  	5.25:1.00
	 September 26, 2008
	  	5.00:1.00
	 December 31, 2008
	  	5.00:1.00
	 March 27, 2009
	  	5.00:1.00
	 June 26, 2009
	  	5.00:1.00
	 September 25, 2009
	  	4.75:1.00
	 December 31, 2009
	  	4.50:1.00
	 March 26, 2010
	  	4.50:1.00
	 June 25, 2010
	  	4.25:1.00
	 September 24, 2010
	  	4.25:1.00
	 December 31, 2010
	  	4.00:1.00
	 March 25, 2011
	  	4.00:1.00
	 June 24, 2011
	  	3.75:1.00
	 September 30, 2011
	  	3.75:1.00
	 December 31, 2011 and thereafter
	  	3.50:1.00

 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. 
 (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 (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 Moore & Van Allen PLLC. 
 (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. 
  

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 (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/ MICHAEL J. LAMBERT

		 	Name:	 	Michael J. Lambert
		 	Title:	 	Executive Vice President and Chief Financial Officer

  

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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

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO MANUFACTURING USA, LLC (formerly known as Visx, Incorporated),
 a Delaware limited liability company

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO USA, LLC (formerly known as AMO USA, INC.),
 a Delaware limited liability company

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 QUEST VISION TECHNOLOGY, INC.,
 a California
corporation

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO WAVEFRONT SCIENCES, LLC (formerly known as WaveFront Sciences, Inc.),
 a New Mexico limited liability company

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO DEVELOPMENT, LLC (formerly known as Intralase Corp.),
 a Delaware limited liability company

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO SALES AND SERVICE, INC.,
 a Delaware
corporation

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer

  

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		 	 AMO US HOLDINGS, INC.,
 a Delaware
corporation

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 AMO USA SALES HOLDINGS, INC.,
 a Delaware
corporation

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer
		
		 	 INTEGRATED SURGICAL SOLUTIONS, LLC,
 a
Delaware limited liability company

			
		 	By:	 	 /s/ VINCENT E. SCULLIN, JR.

		 	Name:	 	Vincent E. Scullin, Jr.
		 	Title:	 	Vice President and Treasurer

  

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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

  

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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. 
  

					
		 	 BANK OF AMERICA, N.A.,
 as a Revolving Credit
Lender

			
		 	By:	 	 /s/ ALYSA TRAKAS

		 	Name:	 	Alysa Trakas
		 	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. 
  

					
		 	CITIBANK N.A.
			
		 	By:	 	 /s/ ALLEN FISHER

		 	Name:	 	Allen Fisher
		 	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. 
  

					
		 	COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES
			
		 	By:	 	 /s/ ANDREW R. CAMPBELL

		 	Name:	 	Andrew R. Campbell
		 	Title:	 	Senior Vice President
			
		 	By:	 	 /s/ ANTHONY GIRALDI

		 	Name:	 	Anthony Giraldi
		 	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. 
  

					
		 	JP MORGAN CHASE, N.A.
			
		 	By:	 	 /s/ CAMILLE FARNSWORTH

		 	Name:	 	Camille Farnsworth
		 	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. 
  

					
		 	PNC BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ DOROTHY G.W. BRAILER

		 	Name:	 	Dorothy G.W. Brailer
		 	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/ DAVID B. JULIE

		 	Name:	 	David B. Julie
		 	Title:	 	Associate Director
			
		 	By:	 	 /s/ IRIA R. OTSA

		 	Name:	 	Iria R. Otsa
		 	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. 
  

					
		 	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. 
  

					
		 	U.S. BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ JOYCE P. DORSETT

		 	Name:	 	Joyce P. Dorsett
		 	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. 
  

					
		 	THE GOVERNOR & COMPANY OF THE BANK OF IRELAND
			
		 	By:	 	 /s/ ANNE DONOVAN

		 	Name:	 	Anne Donovan
		 	Title:	 	Manager
			
		 	By:	 	 /s/ P. RUSHE

		 	Name:	 	P. Rushe
		 	Title:	 	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. 
  

					
		 	HSBC BANK USA, N.A.
			
		 	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. 
  

					
		 	FORTIS CAPITAL CORP.
			
		 	By:	 	 /s/ JOHN W. DEEGAN

		 	Name:	 	John W. Deegan
		 	Title:	 	Director and Group Head
			
		 	By:	 	 /s/ CAMIEL VAN DE GRIFT

		 	Name:	 	Camiel Van De Grift
		 	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. 
  

					
		 	 AIB DEBT MANAGEMENT, LIMITED

			
		 	By:	 	 /s/ JOSEPH AUGUSTINI

		 	Name:	 	Joseph Augustini
		 	Title:	 	 Senior Vice President
 Investment Advisor to AIB Debt
Management, Limited

			
		 	By:	 	 /s/ SHANE O’DRISCOLL

		 	Name:	 	Shane O’Driscoll
		 	Title:	 	 Senior Vice President
 Investment Advisor to AIB Debt
Management, Limited


  

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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/ PETER B. ZONE

		 	Name:	 	Peter B. Zone
		 	Title:	 	Its Duly Authorized Signatory

  

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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. 
  

					
		 	 NATIONAL CITY BANK,
 as a Revolving Credit
Lender

			
		 	By:	 	 /s/ PAMELA K. MALONY

		 	Name:	 	Pamela K. Malony
		 	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. 
  

					
		 	 WELLS FARGO FOOTHILL, LLC,
 as a Revolving
Credit Lender

			
		 	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. 
  

					
		 	GOLDMAN SACHS CREDIT PARTNERS, L.P.
			
		 	By:	 	 /s/ ANDREW CADITZ

		 	Name:	 	Andrew Caditz
		 	Title:	 	Authorized Signatory

  

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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	 	 Prudential Investment Management, Inc.
 as
Portfolio Manager

				
		 		 	By:	 	 /s/ WILLIAM PAPPAS

		 		 	Name:	 	William Pappas
		 		 	Title:	 	Vice President

  

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