AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

Amendment No. 2 dated as of September 19, 2003 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of June 17, 2003 (as amended, supplemented and otherwise modified prior to the date hereof, the “Credit Agreement”) among Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party thereto (the “Lenders”), General Electric Capital Corporation (“GE Capital”), as Syndication Agent, Bank One, N.A., as Documentation Agent, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Foreign Currency Fronting Lender and L/C Issuer, and GE Capital and Banc of America Securities LLC, as Co-Lead Arrangers.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth in this Amendment; and

WHEREAS, the Lenders have indicated their willingness to agree to so amend the Credit Agreement 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.

AMENDMENT

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) The definition of “Existing Debt” contained in Section 1.01 of the Credit Agreement is hereby amended by deleting the “.” appearing at the end thereof and substituting the phrase “, as reflected on Schedule 5.21 hereto.” therefor.

(b) Section 7.16(a) of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (iii) thereof and substituting “,” therefor, (ii) deleting “; and” appearing at the end of clause (iv) thereof and substituting the word “and” therefor and (iii) adding a new clause (v) thereto to read as follows:

“(v) any scheduled, required, mandatory or voluntary repayments, prepayments or redemptions of the Japan Term Loan; and”.

SECTION 2. Conditions Precedent to the Effectiveness of This Amendment. 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 (c) and (d) below):

(a) 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.

(b) The Administrative Agent shall have received the Consent attached hereto executed by AMO Holdings, LLC, a Delaware limited liability company.

(c) 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).

(d) 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.

(e) All of the accrued fees 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, in connection with Amendment No. 1 thereto and in connection herewith) that have been invoiced 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 2, 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.

SECTION 3. 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) The Credit Agreement, as amended by Section 1 above, is and shall continue to be in full force and effect and is 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 4. Costs and Expenses. The Borrower hereby agrees to pay, upon demand, all of the reasonable costs and expenses of 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 5. 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.

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SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature pages to follow]

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

ADVANCED MEDICAL OPTICS, INC., as Borrower
By:		/s/  XXXXXXX X. XXXXXXX, XX.
Name:		Xxxxxxx X. Xxxxxxx, Xx.
Title:		V.P. Treasurer
BANK OF AMERICA, N.A., as Lender
By:		/s/  XXXXX X. XXXX
Name:		Xxxxx X. Xxxx
Title:		Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By:		/s/  XXXXXXX XXXXXXXX
Name:		Xxxxxxx Xxxxxxxx
Title:		Duly Authorized Signatory
BANK ONE, N.A., as Lender
By:		/s/  XXXX X. XXXXXXX
Name:		Xxxx X. Xxxxxxx
Title:		Director
ABN AMRO, N.V., as Lender
By:
Name:
Title:

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THE GOVERNOR AND COMPANY OF BANK OF IRELAND, as Lender
By:		/s/  XXXX XXXXXXXX
Name:		Xxxx Xxxxxxxx
Title:		Deputy Manager
By:		/s/  XXXX XXXXX
Name:		Xxxx Xxxxx
Title:		Associate Director
XXXXXXX XXXXX CAPITAL CORPORATION, as Lender
By:
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING INC., as Lender
By:		/s/  JAAP L. TONCKENS
Name:		Jaap L. Tonckens
Title:		Vice President, Xxxxxx Xxxxxxx Senior Funding
UNION BANK OF CALIFORNIA, N.A., as Lender
By:		/s/  XXXXXXX X. XXXXX
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President

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MUIRFIELD TRADING LLC, as Lender
By:		/s/  XXX X. XXXXXX
Name:		Xxx X. Xxxxxx
Title:		Asst Vice President

OLYMPIC FUNDING TRUST SERIES 1999-1, as Lender
By:		/s/  XXX X. XXXXXX
Name:		Xxx X. Xxxxxx
Title:		Asst Vice President

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ACKNOWLEDGED:
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/  XXXXXXX XXXXX
Name:		Xxxxxxx Xxxxx
Title:		Vice President

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CONSENT

Reference is made to Amendment No. 2 dated as of September 19, 2003 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of June 17, 2003 (as amended, supplemented and otherwise modified prior to the date hereof, the “Credit Agreement”) among Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party thereto (the “Lenders”), General Electric Capital Corporation (“GE Capital”), as Syndication Agent, Bank One, N.A., as Documentation Agent, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Foreign Currency Fronting Lender and L/C Issuer, and GE Capital and Banc of America Securities LLC, as Co-Lead Arrangers.

AMO Holdings, LLC, a Delaware limited liability company, in its capacity as a Guarantor under the Guaranty, hereby consents to the execution, delivery and performance of the Amendment and agrees that the Guaranty is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment Effective Date, except that, on and after the Amendment Effective Date, each reference to “the Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by the Amendment.

This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.

Delivery of an executed counterpart of a signature page of this Consent by telecopier shall be effective as the delivery of a manually executed counterpart of this Consent.

September 19, 2003						AMO HOLDINGS, LLC
						By:		/s/  XXXXXXX X. XXXXXXX, XX.
						Name:		Xxxxxxx X. Xxxxxxx, Xx.
						Title:		V.P., Treasurer

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