Exhibit 10.21



AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND SECURITY AGREEMENT



Amendment No. 1 dated as of December 19, 2002 (this
Amendment) to (i) the Credit Agreement dated as of June 21, 2002 (as amended, supplemented and otherwise modified through the date hereof, the Credit Agreement) among Advanced Medical Optics, Inc.,
a Delaware corporation (the Borrower), each Lender from time to time party thereto, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (ML&Co.), as Syndication
Agent, ABN AMRO Bank N.V., as Documentation Agent, Bank of America, N.A., as Administrative Agent, Foreign Currency Fronting Lender and L/C Issuer, and ML&Co. and Banc of America Securities LLC, as Co-Lead Arrangers, and (ii) to the Security
Agreement referred to in the Credit Agreement. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified therefor in the Credit Agreement.



PRELIMINARY STATEMENTS



(1) The Borrower has requested that the Lenders agree to amend and otherwise modify the Credit Agreement and
the other Loan Documents as set forth in this Amendment.



(2) The Lenders have indicated their willingness to agree to so amend and otherwise modify the Credit Agreement and the other Loan Documents, but only on the terms and subject to the satisfaction of the conditions set forth herein.



NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements contained herein and in the Loan Documents, the parties hereto hereby agree as follows:



SECTION 1. Amendments to Certain Provisions of the Credit Agreement. The Credit Agreement is, upon the occurrence of the Amendment
Effective Date (as hereinafter defined), hereby amended as follows:



(a) Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety the following definition to read as follows:



Consolidated Senior
Indebtedness means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (a) the Revolving Credit Outstandings, (b) the Term Outstandings and (c) all other Indebtedness described in
clauses (a), (b) (other than with respect to contingent obligations), (d) and (f) of the definition of Indebtedness which has not been subordinated to other Indebtedness.



(b) Section 2.06(a) of the Credit Agreement is hereby amended by replacing the phrase
each Fiscal Year appearing in the first line thereof with the phrase each Fiscal Year beginning with the Fiscal Year ending December 31, 2003.



(c) Notwithstanding the limitations contained in Section 2.06(b) of the Credit Agreement, the
Borrower shall, immediately upon receipt of any Net Cash Proceeds of a Disposition of any interest held by it in SIS Group, Vision Web, Inc. or Vision Web Holdings, LLC, prepay the Loans and Cash Collateralize the L/C Obligations by an amount equal
to such Net Cash Proceeds.



(d)
Section 6.02(b) of the Credit Agreement is hereby amended by adding the phrase beginning with the fiscal quarter ending September 30, 2002, to the beginning of such Section, and





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any
requirement of delivery of a Compliance Certificate prior to the fiscal quarter ending September 30, 2002 is hereby waived.



(e) Section 6.21 of the Credit Agreement is hereby amended by replacing the phrase Pledged Shares appearing
therein with the phrase Pledged Equity.



(f) Section 7.05(e) of the Credit Agreement is hereby amended by replacing the phrase 10 years appearing therein with the phrase 15 years.



(g) Section 7.12 of the Credit Agreement is hereby amended by replacing the amounts set forth
opposite the periods Fiscal Year 2003, Fiscal Year 2004 and Fiscal Year 2005, with the amounts $25,000,000, $20,000,000 and $17,500,000, respectively.



(h) Section 7.13 of the Credit Agreement is
hereby amended by replacing the amount $10,000,000 appearing therein with the amount $13,000,000.



SECTION 2. Amendments to the Security Agreement. Upon the occurrence of the Amendment Effective Date, Schedule II to the Security
Agreement is hereby amended and restated in its entirety to read as set forth in Annex A hereto.



SECTION 3. Conditions Precedent to the Effectiveness of This Amendment. This Amendment (other than Sections 1 and 2) shall become effective as of the first date on which the Administrative Agent
shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. Sections 1 and 2 of this
Amendment shall become effective as of the first date (the Amendment Effective Date) on which, and only if, each of the following conditions precedent shall have been satisfied (with the execution and delivery hereof by the
Borrower constituting a representation and warranty by the Borrower as to the matters set forth in clauses (b) and (c) below):



(a) The Administrative Agent shall have received the Consent attached hereto executed by the Borrower and AMO Holdings,
LLC.



(b) The representations and
warranties contained in each of the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such
representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date).



(c) After giving effect to this Amendment, no event shall have occurred and be continuing or shall result from the
effectiveness of this Amendment that constitutes a Default.



(d) All of the accrued fees (including an amendment fee as agreed to between the Borrower and the Administrative Agent on behalf of the Lenders) and expenses of the Administrative Agent (including the
accrued fees and expenses of counsel for the Administrative Agent in connection with the closing and post-closing matters related to the Credit Agreement and in connection herewith) that are then due and payable shall have been paid in full.



This Amendment is subject to the provisions of Section 10.01 of
the Credit Agreement, except that no amendment or waiver of any provision of this Section 3, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and
the Required Lenders.





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SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the
Amendment Effective Date, each reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to the Credit Agreement, thereunder, thereof or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.



(b) On
and after the Amendment Effective Date, each reference in the Security Agreement to this Agreement, hereunder, hereof or words of like import referring to the Security Agreement, and each
reference in the Credit Agreement and each of the other Loan Documents to the Security Agreement, thereunder, thereof or words of like import referring to the Security Agreement, shall mean
and be a reference to the Security Agreement, as amended by this Amendment.



(c) The Credit Agreement, the Notes and each of the other Loan Documents, as amended by Sections 1 and 2, are and shall continue to be in full force and effect and are hereby in all respects ratified
and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any of the Secured Parties or the Administrative Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.



SECTION 5. Costs and Expenses. The Borrower hereby agrees to pay, upon demand, all of the reasonable costs and expenses of the Administrative Agent (including, without limitation, the reasonable
fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and all of the agreements, instruments and other documents delivered or
to be delivered in connection herewith, all in accordance with the terms of Section 10.04 of the Credit Agreement.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





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SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed by their respective officers, thereunto duly authorized, as of the date first written above.



THE BORROWER 
ADVANCED MEDICAL OPTICS, INC.By:

/s/    RICHARD A. MEIERName: Richard A. Meier Title: CVP & CFO










BANK OF AMERICA, N.A., as Administrative AgentBy:

/s/    GARY FLIEGERName: Gary Flieger Title: Vice President






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THE LENDERS



|BANK OF AMERICA, N.A., as a Lender |  |                     |  | UNION BANK OF CALIFORNIA, N.A.
|---------------------------------- |  | ------------------- |  | ------------------------------
|                                  
|By                                 |  | /s/    LARRY GORDON |  |                               
|                                   |  | Name: Larry Gordon  |  |                               
|                                   |  | Title:   Principal  |  |                               



|BANK ONE, NA |  |                        |  | MERRILL LYNCH CAPITAL CORP
|------------ |  | ---------------------- |  | --------------------------
|            
|By           |  | /s/    JOSEPH PERDENZA |  |                           
|             |  | Name: Joseph Perdenza  |  |                           
|             |  | Title:   Director      |  |                           



|SENIOR DEBT PORTFOLIO, By Boston Management and Research, as Investment Advisor |  |                         |  | EATON VANCE SENIOR INCOME TRUST, By Eaton Vance Management, as Investment Advisor
|------------------------------------------------------------------------------- |  | ----------------------- |  | ---------------------------------------------------------------------------------
|                                                                               
|By                                                                              |  | /s/    SCOTT H. PAGE    |  |                                                                                  
|                                                                                |  | Name: Scott H. Page     |  |                                                                                  
|                                                                                |  | Title:   Vice President |  |                                                                                  



|EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, By Eaton Vance Management, as Investment Advisor |  |                         |  | OXFORD STRATEGIC INCOME FUND, By Eaton Vance Management, as Investment Advisor
|-------------------------------------------------------------------------------------------- |  | ----------------------- |  | ------------------------------------------------------------------------------
|                                                                                            
|By                                                                                           |  | /s/    SCOTT H. PAGE    |  |                                                                               
|                                                                                             |  | Name: Scott H. Page     |  |                                                                               
|                                                                                             |  | Title:   Vice President |  |                                                                               



|EATON VANCE CDO III, LTD., By Eaton Vance Management, as Investment Advisor |  |                         |  | EATON VANCE CDO IV, LTD., By Eaton Vance Management, as Investment Advisor
|--------------------------------------------------------------------------- |  | ----------------------- |  | --------------------------------------------------------------------------
|                                                                           
|By                                                                          |  | /s/    SCOTT H. PAGE    |  |                                                                           
|                                                                            |  | Name: Scott H. Page     |  |                                                                           
|                                                                            |  | Title:   Vice President |  |                                                                           



|COSTANTINUS EATON VANCE CDO V, LTD., By Eaton Vance Management, as Investment Advisor |  |                         |  | GRAYSON & CO., By Boston Management and Research, as Investment Advisor
|------------------------------------------------------------------------------------- |  | ----------------------- |  | -----------------------------------------------------------------------
|                                                                                     
|By                                                                                    |  | /s/    SCOTT H. PAGE    |  |                                                                        
|                                                                                      |  | Name: Scott H. Page     |  |                                                                        
|                                                                                      |  | Title:   Vice President |  |                                                                        



|BIG SKY SENIOR LOAN FUND, LTD., By Eaton Vance Management, as Investment Advisor |  |                         |  | ARES VI CLO LTD.
|-------------------------------------------------------------------------------- |  | ----------------------- |  | ----------------
|                                                                                
|By                                                                               |  | /s/    SCOTT H. PAGE    |  |                 
|                                                                                 |  | Name: Scott H. Page     |  |                 
|                                                                                 |  | Title:   Vice President |  |                 



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|PUTNAM DIVERSIFIED INCOME TRUST |  |                   |  | PUTNAM MASTER INCOME TRUST
|------------------------------- |  | ----------------- |  | --------------------------
|                               
|By                              |  | /s/    BETH MAZER |  |                           
|                                |  | Name: Beth Mazer  |  |                           
|                                |  | Title:   VP       |  |                           



|PUTNAM MASTER INTERMEDIATE INCOME TRUST |  |                   |  | PUTNAM PREMIER INCOME TRUST
|--------------------------------------- |  | ----------------- |  | ---------------------------
|                                       
|By                                      |  | /s/    BETH MAZER |  |                            
|                                        |  | Name: Beth Mazer  |  |                            
|                                        |  | Title:   VP       |  |                            



|PUTNAM VARIABLE TRUST  PVT DIVERSIFIED INCOME FUND |  |                   |  | CHARTER VIEW PORTFOLIO, By INVESCO Senior Secured Management, Inc., as Investment
Adviser
|--------------------------------------------------- |  | ----------------- |  | -----------------------------------------------------------------------------------------
|                                                   
|By                                                  |  | /s/    BETH MAZER |  |                                                                                          
|                                                    |  | Name: Beth Mazer  |  |                                                                                          
|                                                    |  | Title:   VP       |  |                                                                                          



|DIVERSIFIED CREDIT PORTFOLIO LTD., By INVESCO Senior Secured Management, Inc., as Investment
Adviser |  |                               |  | INVESCO EUROPEAN CDO I S.A., By INVESCO Senior Secured Management, Inc., as Collateral
Manager
|---------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | ----------------------------------------------------------------------------------------------
|                                                                                                    
|By                                                                                                   |  | /s/    THOMAS H. B. EWALD     |  |                                                                                               
|                                                                                                     |  | Name: Thomas H. B. Ewald      |  |                                                                                               
|                                                                                                     |  | Title:   Authorized Signatory |  |                                                                                               



|SARATOGA CLO I, LIMITED, By INVESCO Senior Secured Management, Inc., as Asset Manager |  |                               |  | SEQUILS-LIBERTY, LTD., By INVESCO Senior Secured Management, Inc., as Collateral Manager
|------------------------------------------------------------------------------------- |  | ----------------------------- |  | ----------------------------------------------------------------------------------------
|                                                                                     
|By                                                                                    |  | /s/    THOMAS H. B. EWALD     |  |                                                                                         
|                                                                                      |  | Name: Thomas H. B. Ewald      |  |                                                                                         
|                                                                                      |  | Title:   Authorized Signatory |  |                                                                                         



|BRYN MAWR CLO, Ltd., By Deerfield Capital Management LLC as its Collateral Manager |  |                                |  | ROSEMONT CLO, Ltd., By Deerfield Capital Management LLC as its Collateral Manager
|---------------------------------------------------------------------------------- |  | ------------------------------ |  | ---------------------------------------------------------------------------------
|                                                                                  
|By                                                                                 |  | /s/    DALE BURROW             |  |                                                                                  
|                                                                                   |  | Name: Dale Burrow              |  |                                                                                  
|                                                                                   |  | Title:   Senior Vice President |  |                                                                                  



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|SEQUILS-CUMBERLAND I, LTD., By Deerfield Capital Management LLC as its Collateral Manager |  |                                                  |  | OCTAGON INVESTMENT PARTNERS II, LLC, By Octagon Credit Investors, LLC, as sub-investment manager
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | ------------------------------------------------------------------------------------------------
|                                                                                         
|By:                                                                                       |  | /s/    DALE BURROW                               |  |                                                                                                 
|                                                                                          |  | Name: Dale Burrow Title:   Senior Vice President |  |                                                                                                 



|OCTAGON INVESTMENT PARTNERS IV., LTD., By Octagon Credit Investors, LLC, as collateral manager |  |                                                   |  | OCTAGON INVESTMENT PARTNERS V, LTD., By Octagon Credit Investors, LLC, as Portfolio Manager
|---------------------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------------------------------------------------------------------------
|                                                                                              
|By:                                                                                            |  | /s/    ANDREW D. GORDON                           |  |                                                                                            
|                                                                                               |  | Name: Andrew D. Gordon Title:   Portfolio Manager |  |                                                                                            



|JUPITER LOAN FUNDING LLC |  |                                                      |  | WINGED FOOT FUNDING TRUST
|------------------------ |  | ---------------------------------------------------- |  | -------------------------
|                        
|By:                      |  | /s/    DIANA L. MUSHILL                              |  |                          
|                         |  | Name: Diana L. Mushill Title:   Asst. Vice President |  |                          



|OLYMPIC FUNDING TRUST, SERIES 1999-1 |  |                                                  |  | MUIRFIELD TRADING LLC
|------------------------------------ |  | ------------------------------------------------ |  | ---------------------
|                                    
|By:                                  |  | /s/    DIANA L. MUSHILL                          |  |                      
|                                     |  | Name: Diana L. Mushill Title:   Authorized Agent |  |                      



|CENTURION CDO VI, LTD., By American Express Asset Management Group, Inc., as Collateral
Manager |  |                                                       |  | SEQUILS  CENTURION V, LTD., By American Express Asset Management Group, Inc., As Collateral
Manager
|----------------------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------
|                                                                                               
|By:                                                                                             |  | /s/    LEANNE STAVRAKIS                               |  |                                                                                                     
|                                                                                                |  | Name: Leanne Stavrakis Title:   Director  Operations |  |                                                                                                     



|AURUM CLO 2002-1 LTD., By Stein Roe & Farnham Incorporated, as Investment Manager |  |                                                       |  | LANDMARK II CDO LIMITED, By Aladdin Asset Management LLC, as Manager
|--------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | --------------------------------------------------------------------
|                                                                                 
|By:                                                                               |  | /s/    KATHLEEN A. ZARN                               |  |                                                                     
|                                                                                  |  | Name: Kathleen A. Zarn Title:   Senior Vice President |  |                                                                     



|KZH CNC LLC |  |                                              |  | KZH STERLING LLC
|----------- |  | -------------------------------------------- |  | ----------------
|           
|By:         |  | /s/    ROWENA SMITH                          |  |                 
|            |  | Name: Rowena Smith Title:   Authorized Agent |  |                 





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|ADDISON CDO, LIMITED (#1279), By Pacific Investment Management Company LLC, as its Investment
Advisor |  |                                                             |  | CAPTIVA IV FINANCE LTD (Acct. 1275), as advised by Pacific Investment Management Company
LLC
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                                                                                                     
|By:                                                                                                   |  | /s/    MOHAN V. PHANSALKAR                                  |  |                                                                                             
|                                                                                                      |  | Name: Mohan V. Phansalkar Title:   Executive Vice President |  |                                                                                             



|INTERCONTINENTAL CDO S.A. (#1284), By Pacific Investment Management Company LLC, as its Investment
Advisor |  |                                                             |  | JISSEKIKUU FUNDNIG, LTD. (#1288), By Pacific Investment Management Company LLC, as its Investment
Advisor
|---------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|                                                                                                          
|By:                                                                                                        |  | /s/    MOHAN V. PHANSALKAR                                  |  |                                                                                                          
|                                                                                                           |  | Name: Mohan V. Phansalkar Title:   Executive Vice President |  |                                                                                                          



|SEQUILS-MAGNUM, LTD (#1280), By Pacific Investment Management Company LLC, as its Investment
Advisor |  |                                                             |  | WRIGLEY CDO, LTD. (#1285), By Pacific Investment Management Company LLC, as its Investment
Advisor
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------
|                                                                                                    
|By:                                                                                                  |  | /s/    MOHAN V. PHANSALKAR                                  |  |                                                                                                   
|                                                                                                     |  | Name: Mohan V. Phansalkar Title:   Executive Vice President |  |