Advanced Medical Optics (EYE)

2.16 Increase in Revolving Credit Facility.

(a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time, request an increase in the Revolving Credit Facility; provided that (i) the aggregate amount of Incremental Term Loans made pursuant to Section 2.17 and additional Revolving Credit Commitments made pursuant to this Section 2.16 may not exceed $200,000,000 (and in no event may the additional Revolving Credit Commitments made pursuant to this Section 2.16 exceed $100,000,000) and (ii) any such request for an increase in additional Revolving Credit Commitments shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

(b) Lender Elections to Increase. Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. For the avoidance of doubt, any Revolving Credit Lender approached to provide all or a portion of the additional Revolving Credit Commitments may elect or decline, it its sole discretion, to provide such additional Revolving Credit Commitments.

(c) Notification by Administrative Agent; Additional Revolving Credit Lenders. The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Arrangers; provided that any such Eligible Assignees must be reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender. Such joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.16.

(d) Effective Date and Allocations. If the Revolving Credit Facility is increased in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.

60

(e) Conditions to Effectiveness of Increase. The conditions precedent to such increase in Revolving Credit Commitments shall be:

(i) no Default shall have occurred and be continuing or would result from the increase in Revolving Credit Commitments (assuming all such additional Revolving Credit Commitments are fully drawn);

(ii) after giving pro forma effect to the increase in Revolving Credit Commitments (assuming all such additional Revolving Credit Commitments are fully drawn) and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Acquisition or Disposition prior to or concurrently with such borrowings after the beginning of the relevant determination period but prior to or simultaneous with the making available of the additional Revolving Credit Commitments, the Borrower will be in compliance with each of the covenants set forth in Section 8.11 as of the Revolving Credit Increase Effective Date and as of the date of the most recent financial statements delivered pursuant to Section 7.01(a) or (b);

(iii) if any Revolving Credit Loans are made, each of the conditions set forth in Section 5.02 shall be satisfied;

(iv) the Borrower shall make any payments required pursuant to Section 3.05 in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.16(f); and

(v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(f) The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16.

(g) Terms of Additional Revolving Credit Commitments. The terms of the additional Revolving Credit Commitments made pursuant to this Section 2.16 shall be identical to the Revolving Credit Commitments made on the Closing Date, as such terms may have been amended pursuant to this Agreement. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Credit Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to the additional Revolving Credit Commitments made pursuant to this Section 2.16.

(h) Conflicting Provisions. This Section shall supersede any provisions in Section 2.14 or Section 11.01 to the contrary.