Exhibit 4.2


 


EXECUTION
COPY


 


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,” 


 


3

















 


“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]


 


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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

  



 


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