Advanced Medical Optics (EYE)

PRELIMINARY STATEMENTS

WHEREAS, the Borrower and Ironman Merger Corporation have entered into that certain Agreement and Plan of Merger, dated as of January 5, 2007 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with IntraLase Corp. to acquire (the “IntraLase Acquisition”) IntraLase Corp. and its subsidiaries (taken as a whole, the “IntraLase Acquired Business”).

WHEREAS, the Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $450,000,000, and (b) Revolving Credit Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $300,000,000, of which no more than $250,000,000 may be drawn on the Closing Date.

WHEREAS, the Borrower has requested the Swing Line Lender to make Swing Line Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $20,000,000.

WHEREAS, the Borrower has requested the L/C Issuer to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $35,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 7.11.

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower and the L/C Issuer is willing to issue letters of credit for the account of the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: