Third Amendment to Credit Agreement



 EXHIBIT 10.32(d) 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 This Third Amendment to Credit Agreement (this
“Amendment”) dated as of February 18, 2009 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. Section 8.11(a) of the Credit Agreement is hereby amended to change the
maximum permitted Consolidated Total Leverage Ratio as of the last day of the four fiscal quarter period ending March 27, 2009 from 5.00:1.00 to 5.75:1.00. 
 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; 
 (b) receipt by the Administrative Agent, for the account of each Revolving Credit
Lender delivering an executed counterpart of this Amendment to the Administrative Agent on or before 5:00 p.m. New York City time on February 17, 2009, of an amendment fee equal to 0.25% on such Revolving Credit Lender’s Revolving Credit
Commitment; and 
 (c) receipt by the Administrative Agent of any other fees and expenses required to be paid by the Borrower
to the Administrative Agent and Banc of America Securities LLC 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 holding more than 50% of the Revolving Credit Commitments (other than
Defaulting 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 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. 
 (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. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
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 CFO
			
	GUARANTORS:	 		 	 AMO HOLDINGS, INC.,
 a Delaware
corporation

				
		 		 	By:	 	 /s/ MICHAEL J. LAMBERT

		 		 	Name:	 	Michael J. Lambert
		 		 	Title:	 	Vice President and CFO
			
		 		 	 AMO MANUFACTURING USA, LLC (formerly
 known as VISX, Incorporated),
 a Delaware limited liability company

				
		 		 	By:	 	 /s/ MICHAEL J. LAMBERT

		 		 	Name:	 	Michael J. Lambert
		 		 	Title:	 	Vice President and CFO
			
		 		 	 AMO USA, LLC (formerly known as AMO USA, Inc.),
 a Delaware limited liability company

				
		 		 	By:	 	 /s/ MICHAEL J. LAMBERT

		 		 	Name:	 	Michael J. Lambert
		 		 	Title:	 	Vice President and CFO
			
		 		 	 QUEST VISION TECHNOLOGY, INC.,
 a
California corporation

				
		 		 	By:	 	 /s/ MICHAEL J. LAMBERT

		 		 	Name:	 	Michael J. Lambert
		 		 	Title:	 	Vice President and CFO
			
		 		 	 AMO WAVEFRONT SCIENCES, LCC (formerly
 known as WaveFront Sciences, Inc.),
 a New Mexico limited liability company

				
		 		 	By:	 	 /s/ MICHAEL J. LAMBERT

		 		 	Name:	 	Michael J. Lambert
		 		 	Title:	 	Vice President and CFO

 ADVANCED MEDICAL OPTICS, INC. 
 THIRD AMENDMENT 








			
	 AMO DEVELOPMENT, LLC (formerly
 known as
IntraLase Corp.),
 a Delaware limited liability company

		
	By:	 	 /s/ MICHAEL J. LAMBERT

	Name:	 	Michael J. Lambert
	Title:	 	Vice President and CFO
	
	 AMO SALES AND SERVICE, INC.
 a Delaware
corporation

		
	By:	 	 /s/ MICHAEL J. LAMBERT

	Name:	 	Michael J. Lambert
	Title:	 	Vice President and CFO
	
	 AMO US HOLDINGS, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ MICHAEL J. LAMBERT

	Name:	 	Michael J. Lambert
	Title:	 	Vice President and CFO
	
	 AMO USA SALES HOLDINGS, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ MICHAEL J. LAMBERT

	Name:	 	Michael J. Lambert
	Title:	 	Vice President and CFO
	
	 INTEGRATED SURGICAL SOLUTIONS, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ MICHAEL J. LAMBERT

	Name:	 	Michael J. Lambert
	Title:	 	Vice President and CFO










			
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

		
	By:	 	 /s/ ALYSA TRAKAS

	Name:	 	Alysa Trakas
	Title:	 	Vice President
	
	 BANK OF AMERICA, N.A.,
 as Revolving Credit
Lender

		
	By:	 	 /s/ ALYSA TRAKAS

	Name:	 	Alysa Trakas
	Title:	 	Vice President
	
	 ALLIED IRISH BANKS PLC,
 as a Revolving
Credit Lender

		
	By:	 	 /s/ JOSEPH AUGUSTINI

	Name:	 	Joseph Augustini
	Title:	 	SVP Corporate Banking North America
		
	By:	 	 /s/ SHANE O’DRISCOLL

	Name:	 	Shane O’Driscoll
	Title:	 	AVP Corporate Banking North America
	
	 THE GOVERNOR & COMPANY OF THE BANK OF IRELAND,
 as a Revolving Credit Lender

		
	By:	 	 /s/ ANNE DONOVAN

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

	Name:	 	P. Rushe
	Title:	 	Director
	
	 CITIBANK, N.A.,
 as a Revolving Credit Lender


		
	By:	 	 /s/ ALLLEN FISHER

	Name:	 	Allen Fisher
	Title:	 	Vice President










			
	 COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK AND GRAND CAYMAN BRANCHES,
 as a Revolving Credit Lender

		
	By:	 	 /s/ ANDREW CAMPBELL

	Name:	 	Andrew Campbell
	Title:	 	SVP
		
	By:	 	 /s/ ANTHONY GIRALDI

	Name:	 	Anthony Giraldi
	Title:	 	Vice President
	
	 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,
 as a Revolving Credit Lender

		
	By:	 	EATON VANCE MANAGEMENT, ADVISOR
		
	By:	 	 /s/ MICHAEL B. BOTTHOF

	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	 FORTIS CAPITAL CORP.,
 as a Revolving Credit
Lender

		
	By:	 	 /s/ HANK DOTAILLEUR

	Name:	 	Hank Dotailleur
	Title:	 	Head, Acquisition & Leveraged Finance
		
	By:	 	 /s/ YEAN CHUN CHAN

	Name:	 	Yean Chun Chan
	Title:	 	AVP
	
	 GENERAL ELECTRIC CAPITAL CORPORATION
 as a
Revolving Credit Lender

		
	By:	 	 /s/ PETER B. ZONE

	Name:	 	Peter B. Zone
	Title:	 	Duly Authorized Signatory
	
	 HSBC BANK USA, NATIONAL ASSOCIATION,
 as a
Revolving Credit Lender

		
	By:	 	 /s/ JAMES C. COLMAN

	Name:	 	James C. Colman
	Title:	 	Vice President










			
	 JPMORGAN CHASE BANK, N.A.,
 as a Revolving
Credit Lender

		
	By:	 	 /s/ ANNA C. RUIZ

	Name:	 	Anna C. Ruiz
	Title:	 	Vice President
	
	 LOAN FUNDING V, LLC, for itself or as agent for
 Corporate Loan Funding V LLL,
 as a Revolving Credit Lender

		
	By:	 	PRUDENTIAL INVESTMENT MANAGEMENT, INC., as Portfolio Manager
		
	By:	 	 /s/ STEPHEN J. COLLINS

	Name:	 	Stephen J. Collins
	Title:	 	Vice President
	
	 NATIONAL CITY BANK
 as a Revolving Credit
Lender

		
	By:	 	 /s/ PATRICK WASSER

	Name:	 	Patrick Wasser
	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as a
Revolving Credit Lender

		
	By:	 	 /s/ PHILIP K. LIEBSCHER

	Name:	 	Philip K. Liebscher
	Title:	 	Senior Vice President
	
	 UBS LOAN FINANCE, LLC,
 as a Revolving Credit
Lender

		
	By:	 	 /s/ MARY E. EVANS

	Name:	 	Mary E. Evans
	Title:	 	Associate Director
		
	By:	 	 /s/ MICHAEL CERNIGLIA

	Name:	 	Michael Cerniglia
	Title:	 	Director










			
	 UNION BANK OF CALIFORNIA, N.A.,
 as a
Revolving Credit Lender

		
	By:	 	 /s/ STEPHEN W. DUNNE

	Name:	 	Stephen W. Dunne
	Title:	 	Vice President
	
	 U.S. BANK N.A.,
 as a Revolving Credit Lender


		
	By:	 	 /s/ JANET E. JORDAN

	Name:	 	Janet E. Jordan
	Title:	 	Senior Vice President
	
	WELLS FARGO FOOTHILL, LLC,
		
	By:	 	 /s/ KRISTA WADE

	Name:	 	Krista Wade
	Title:	 	Assistant Vice President