Supplemental Indenture



 Exhibit 4.2 
 SUPPLEMENTAL INDENTURE 
 ABBOTT MEDICAL OPTICS INC. 
 (FORMERLY ADVANCED MEDICAL OPTICS, INC.) 
 AND 
 U.S. BANK NATIONAL ASSOCIATION, 
 AS TRUSTEE

  
  
 Supplemental Indenture 
 Dated as of
February 26, 2009 
 Supplementing the Indenture 
 Dated as of June 22, 2004 
  
  
 2.50% Convertible Senior
Subordinated Notes due 2024 







 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26,
2009, between Abbott Medical Optics Inc., a Delaware corporation (formerly Advanced Medical Optics, Inc.) (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture, dated as of
June 22, 2004 (as amended and supplemented, the “Indenture”). Terms used herein but not otherwise herein defined have the meanings assigned to them in the Indenture. 
 WITNESSETH: 
 WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance by the Company of 2.50% Convertible Senior Subordinated Notes due 2024 (the “Notes”); 
 WHEREAS, the Company is a party to an Agreement and Plan of Merger, dated as of January 11, 2009 (as amended and supplemented from time to time, the “Merger Agreement”), by and among Abbott Laboratories, an Illinois
corporation (“Abbott”), Rainforest Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Abbott (the “Purchaser”), and the Company, pursuant to which the Purchaser merged with and into the Company (the
“Merger”), with the Company surviving the Merger and becoming a direct wholly-owned subsidiary of Abbott; 
 WHEREAS, the Merger
became effective at 4:35 p.m., Eastern time, on February 26, 2009 (the “Effective Time”) and, from and after the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than
Common Stock owned by the Company, Abbott, the Purchaser (prior to the Merger) or any of their respective subsidiaries and Common Stock held by dissenting holders of Common Stock who properly exercise appraisal rights under Delaware law), by virtue
of the Merger and without any action on the part of the holders of the Common Stock, was cancelled in exchange for the right to receive $22.00 per share, net to the seller in cash, without interest and subject to any withholding taxes; 

WHEREAS, Section 15.06 of the Indenture provides that, in connection with the Merger, the Company shall execute with the Trustee a supplemental
indenture providing that each Note shall be convertible into the kind and amount of consideration receivable by a holder of a number of shares of Common Stock issuable upon conversion of such Notes immediately prior to the Merger assuming such
holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of consideration receivable upon the Merger, which supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Article 15 of the Indenture; 
 WHEREAS, pursuant to Section 15.12(b) of the Indenture,
by written notice to the Trustee and the holders of the Notes effective December 15, 2004 the Company irrevocably elected to satisfy in cash the Conversion Obligation with respect to the principal amount of Notes to be converted after the date of
such election; 
 WHEREAS, Section 11.01(a) of the Indenture provides that the Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time, and at any time enter into a supplemental indenture without the consent of the holders of the Notes to make provision with respect to the conversion rights of the holders of Notes; 







 WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee
(i) copies of resolutions of the Board of Directors of the Company authorizing the execution of this Supplemental Indenture and (ii) the Officers’ Certificate and the Opinion of Counsel described in Section 11.05 of the
Indenture; and 
 WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery
of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed; 
 NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows: 
 ARTICLE ONE 
 AMENDMENTS 
 SECTION 1.01.
Conversion Obligation of the Company. Subject to and upon compliance with the provisions of the Indenture, the Conversion Obligation of the Company with respect to each $1,000 principal amount of Notes tendered for conversion from and
after the Effective Time shall be fixed at an amount in cash equal to equal to $1,000.00 per $1,000 principal amount, without interest. 
 SECTION 1.02. Amendment of Section 15.12(b) of the Indenture. The last sentence of Section 15.12(b) of the Indenture is hereby amended and restated in its entirety as follows: 
 “The settlement amount shall be a cash amount equal to the aggregate principal amount of Notes to be converted.” 
 SECTION 1.03. Settlement Upon Conversion. Upon conversion of any Note, subject to and upon compliance with the provisions of the Indenture,
as supplemented hereby, the Company shall satisfy the Conversion Obligation by payment and delivery of cash in an amount equal to the aggregate Conversion Obligation of the Note(s) so converted. 
 SECTION 1.04. Effectiveness. This Supplemental Indenture will become effective and operative and binding upon each of the Company, the
Trustee and the holders of the Notes as of the day and year first above written. 







 ARTICLE TWO 
 MISCELLANEOUS 
 SECTION 2.01. Reference to and Effect on the Indenture. On and after
the date of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this
Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed. 
 SECTION 2.02. Governing Law. This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 2.03. Trust
Indenture Act Controls. No modification of any provisions of the Indenture effected by this Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture
Act of 1939, as amended, as in force as of the effectiveness of this Supplemental Indenture. 
 SECTION 2.04. Trustee Disclaimer;
Trust. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

 SECTION 2.05. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall
be an original; but such counterparts shall constitute but one and the same instrument. 
 SECTION 2.06. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 
 SECTION 2.07.
Severability. In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, including any amendment or waiver that, pursuant to Section 11.02 of the Indenture, requires the consent of each holder
affected, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as
of the date hereof. 
  

			
	 ABBOTT MEDICAL OPTICS INC.
 (FORMERLY
ADVANCED MEDICAL OPTICS, INC.)

		
	By:	 	/s/ James V. Mazzo
	Name:	 	James V. Mazzo
	Title:	 	Chairman and Chief Executive Officer
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Raymond S. Haverstock
	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President