EXHIBIT 10.2


THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


This Third Amendment to Second Amended and Restated
Credit Agreement (this “Amendment”) dated as of June 5, 2006 is by and
among Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”),
the Guarantors, the 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 Second Amended and
Restated Credit Agreement dated as of June 25, 2004 (as amended, modified and
supplemented from time to time, the “Credit Agreement”);


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


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


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


1.             Amendments.       The Credit Agreement is amended in the
following respects:


(a)           The
period at the end of clause (f) in the definition of “Change of Control” in
Section 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 read
as follows:


(g)           the
occurrence of a “Fundamental
Change” or “Change of Control” (or any comparable term) under, and as defined
in, the 2006 Convertible Senior Subordinated Notes Documents.


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


(vi) (A) the cash charges related to the conversion of
the Existing Convertible Senior Subordinated Notes into Equity Interests, the
cash charges related to the conversion of the 2004 Convertible Senior
Subordinated Notes into Equity Interests and the cash charges related to the
conversion of the 2006 Convertible Senior Subordinated Notes into Equity
Interests, provided that such cash charges do not exceed $35,000,000 in the
aggregate for such period or any future period and (B) the non-cash charges
related to the conversion of the Existing Convertible Senior Subordinated Notes
into Equity Interests, the non-cash charges related to the conversion of the
2004 Convertible Senior Subordinated Notes into Equity Interests and the
non-cash charges related to the conversion of the 2006 Convertible Senior
Subordinated Notes into Equity Interests, provided that such non-cash charges
do not exceed $130,000,000 in the aggregate for such period or any future
period,









 



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


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


(d)           The
second parenthetical in clause (a) of the definition of “Consolidated Interest
Charges” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows:


 (excluding (A) those certain cash
charges related to the conversion of the Existing Convertible Senior
Subordinated Notes into Equity Interests, the cash charges related to the
conversion of the 2004 Convertible Senior Subordinated Notes into Equity
Interests and the cash charges related to the conversion of the 2006
Convertible Senior Subordinated Notes into Equity Interests, provided that such
cash charges do not exceed $35,000,000 in the aggregate for such period or any
future period and (B) those certain non-cash charges related to the conversion
of the Existing Convertible Senior Subordinated Notes into Equity Interests,
the non-cash charges related to the conversion of the 2004 Convertible Senior
Subordinated Notes into Equity Interests and the non-cash charges related to
the conversion of the 2006 Convertible Senior Subordinated Notes into Equity
Interests, 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 “Consolidated
Senior Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended
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)
Consolidated Total Indebtedness less (b) the sum of (i) the Indebtedness under
the Existing Convertible Senior Subordinated Notes, (ii) the Indebtedness under
the 2004 Convertible Senior Subordinated Notes, (iii) the Additional
Subordinated Indebtedness, if any, and (iv) the Indebtedness under the 2006
Convertible Senior Subordinated Notes.


(f)            Clause (h) of the
definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement
is hereby amended
to read as follows:


(h) cash charges made during
such period related to the conversion of the Existing Convertible Senior
Subordinated Notes, the 2004 Convertible Senior Subordinated Notes and
the 2006 Convertible Senior Subordinated Notes, minus


(g)           The definition of “Treasury
Management Agreement” in Section 1.01 of the Credit Agreement is hereby amended
to read as follows:


“Treasury Management
Agreement” means any agreement to provide treasury or cash management
services, including deposit accounts, overdraft, credit or debit card, funds
transfer, automated clearinghouse, zero balance accounts, returned check



 2
 






 



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


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


“2006 Convertible Senior Subordinated
Notes” means those convertible senior subordinated notes of the Borrower
issued pursuant to the 2006 Subordinated Indenture containing terms and
conditions satisfactory to the Administrative Agent, as the same may be
amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


“2006
Convertible Senior Subordinated Notes Documents” means the 2006 Convertible
Senior Subordinated Notes, the 2006 Subordinated Indenture and all other
documents executed and delivered in respect of the 2006 Convertible Senior
Subordinated Notes and the 2006 Subordinated Indenture, in each case containing
terms and conditions satisfactory to the Administrative Agent, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


“2006
Subordinated Indenture” means that certain Indenture to be entered into by
the Borrower, as issuer, in fiscal year 2006 containing terms and conditions
satisfactory to the Administrative Agent, as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof.


“Third
Amendment Effective Date” means June 5, 2006.


(i)            The
following language is hereby added at the end of Section 3.05 of the Credit
Agreement and shall read as follows:


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


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


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


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



 3
 






 



(d)           All Obligations hereunder and under the other
Loan Documents are within the definitions of “Senior Indebtedness” (or any
comparable term) and “Designated Senior Indebtedness” (or any comparable term)
included in the subordination provisions contained in the 2006 Convertible
Senior Subordinated Notes Documents. 
There exists no Designated Senior Indebtedness for purposes of, and as
defined in, the 2006 Convertible Senior Subordinated Notes Documents (other
than the Obligations).


(l)            The
second parenthetical in Section 7.02(f) of the Credit Agreement is hereby
amended to read as follows:


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


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


(n)           The
proviso in Section 8.03(c) of the Credit Agreement is hereby amended to read as
follows:


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


(o)           The
period at the end of Section 8.03(p) of the Credit Agreement is hereby deleted
and replaced with “; or” and a new Section 8.03(q) is hereby added following
such Section 8.03(p) and shall read as follows:


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


(p)           Section
8.06(f) of the Credit Agreement is hereby amended to read as follows:


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


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


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



 4
 






 



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


(q)           The period
at the end of Section 8.06(g) of the Credit Agreement is hereby deleted and
replaced with “; and” and a new Section 8.06(h) is hereby added following such
Section 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 subordinated
to the Obligations in an amount up to $650,000,000 in the aggregate pursuant to
Section 8.06(f) and Section 8.16(a)(v), the Borrower may
purchase, redeem, retire or otherwise acquire, directly or indirectly, its own
Equity Interests so long as:


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


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


(iii)          after giving effect to any such
purchase, redemption, retirement of acquisition, the sum of (A) the total
amount paid by the Borrower for all Equity Interests purchased, redeemed,
retired or acquired pursuant to this Section 8.06(h)  plus (B) the
total amount of Indebtedness subordinated to the Obligations that has been
prepaid, redeemed, purchased, defeased or otherwise satisfied prior to the
scheduled maturity thereof pursuant to Section 8.16(a)(vi) shall not
exceed $500,000,000 in the aggregate.


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


(I) the matters referred to clauses (i) — (iv) above
contained in the Existing Convertible Senior Subordinated Notes Documents, the
2004 Convertible Senior Subordinated Notes Documents, the documentation
governing any Additional Subordinated Indebtedness,  the Permitted Senior Unsecured Note Documents
or the 2006 Convertible Senior Subordinated Notes Documents,


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



 5
 






 



8.10        Use
of Proceeds.


Use the proceeds of any
Credit Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) in any manner that would constitute a
violation of Regulation U of the FRB or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.


(t)            Section
8.11(a) of the Credit Agreement is hereby amended to read as follows:


(a)           Maximum Consolidated Total
Leverage Ratio.


(i)            Prior
to the issuance of the 2006 Senior Subordinated Convertible Notes, permit the
Consolidated Total Leverage Ratio as of the end of any fiscal quarter of the
Borrower to be more than the ratio set forth opposite such fiscal quarter
below:




	
  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 the
issuance of the 2006 Convertible Senior Subordinated Notes, permit the
Consolidated Total Leverage Ratio as of the end of any fiscal quarter of the
Borrower to be more than the ratio set forth opposite such fiscal quarter
below:




	
  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

  	
   

  






 



 6
 






 



 




	
  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, defeasance
or other satisfaction prior to the scheduled maturity thereof of any
Indebtedness subordinated to the Obligations so long as:


(A)          after giving effect to any such
prepayment, 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 giving
effect thereto, no Default or Event of Default shall have occurred or be
continuing or would result therefrom; and


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


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


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


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


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


 



 7














 


(C)           after giving effect to any such
prepayment, 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 Section
8.16(a)(vi) shall not exceed $500,000,000 in the aggregate.


(w)          Section
8.16(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 the
Lenders any term or condition of any (i) Existing Debt, (ii) Indebtedness under
the Existing Convertible Senior Subordinated Notes Documents, (iii)
Indebtedness under the 2004 Convertible Senior Subordinated Notes Documents,
(iv) documentation governing the Additional Subordinated Indebtedness, (v) the
2006 Convertible Senior Subordinated Notes Documents, or (vi) any other
Indebtedness subordinated to any Obligations, or permit any of its Subsidiaries
to do any of the foregoing other than to prepay any Indebtedness payable to the
Borrower; provided that prepayments shall be permitted in connection
with any refinancing permitted pursuant to Section 8.03;  provided
further that such refinancing shall not accelerate any regularly
scheduled or required repayment or redemptions.


(x)            A new Section 8.21(d) is hereby
added following Section 8.21(c) of the Credit Agreement and shall read as
follows:


(d)           Incur or permit to exist any
Indebtedness (other than Indebtedness under the Loan Documents) if the
instrument governing such Indebtedness states, or the Borrower otherwise
purports to designate, that such Indebtedness is “Designated Senior
Indebtedness” (or any comparable term) as such term is defined in the 2006
Convertible 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 as
follows:


(other than Indebtedness
hereunder, Indebtedness under Swap Contracts and any Indebtedness referred to
in Section 9.01(o), (p),  (q), (r) or (s) below)


(z)            The period at the end of Section
9.01(r) of the Credit Agreement is hereby deleted and replaced with “ or” and a
new Section 9.01(s) is hereby added following such Section 9.01(r) and shall
read as follows:


(s)           2006
Convertible 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 Notes
Documents, (ii) any of the Obligations for
any reason shall cease to be “Designated Senior Indebtedness” (or any
comparable term) under, and as defined in, the 2006 Convertible Senior
Subordinated Notes Documents, (iii) any
Indebtedness other than the Obligations shall constitute “Designated Senior
Indebtedness” (or any comparable term) under, and as defined in, the 2006
Convertible Senior Subordinated Notes Documents or (iv) the subordination provisions of the 2006 Convertible Senior Subordinated Notes Documents shall, in whole or in part, terminate,
cease to be effective or cease to be legally valid, binding and enforceable
against any holder of any 2006 Convertible Senior Subordinated Notes during
such time as any 



 8
 






 



Indebtedness under the 2006 Convertible
Senior Subordinated Notes Documents is outstanding.


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 Required Lenders and the Administrative Agent; and


(b)           receipt by the Administrative Agent,
for the account of each Lender delivering an executed counterpart of this
Amendment to the Administrative Agent, of an amendment fee equal to 0.05% on
such Lender’s Revolving Credit Commitment and any other fees and expenses
required to be paid 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 Guaranty shall continue and remain in full force and
effect after giving effect to this Amendment and that, notwithstanding any
contrary terms in such Guaranty, such Guaranty 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 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



 9
 






 



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 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 shall be effective as an original and
shall constitute a representation that an executed original shall be delivered.


(g)         THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


[Signature Pages Follow]



 10














 


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


	
  BORROWER:

  	
   

  	
  ADVANCED MEDICAL OPTICS, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD A. MEIER

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Richard A. Meier

  
	
   

  	
   

  	
  Title:

  	
   

  	
  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

  



 










 



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/ 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

  



 










 



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


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ 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

  



 










 



 


	
  

  	
   

  	
  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