Exhibit 4.6


 


FIRST
SUPPLEMENTAL INDENTURE


 


ADVANCED
MEDICAL OPTICS, INC.


 


AND


 


U.S.
BANK TRUST NATIONAL ASSOCIATION,


AS
TRUSTEE


 






 


First
Supplemental Indenture


Dated
as of August 15, 2006


 


Supplementing
the Indenture


Dated
as of June 13, 2006


 






 


3.25 %
Convertible Senior Subordinated Notes due 2026


 

















 


THIS FIRST SUPPLEMENTAL
INDENTURE (this “First Supplemental Indenture”), dated as of August 15,
2006, between Advanced Medical Optics, Inc., a Delaware corporation (the “Company”)
and U.S. Bank Trust National Association, as trustee (the “Trustee”), under the
Indenture, dated as of June 13, 2006 (the “Indenture”).


 


WITNESSETH:


 


WHEREAS, the Company and the
Trustee have heretofore executed and delivered the Indenture providing for the
issuance by the Company of 3.25% Convertible Senior Subordinated Notes due 2026
(the “Securities”);


 


WHEREAS, the Company and the
Trustee desire to amend the Form of Note (attached as Exhibit A to
the Indenture) to correct a provision that is inconsistent with other
provisions of the Indenture;


 


WHEREAS, Section 11.01(f) of
the Indenture provides that the Company and the Trustee may amend the Indenture
to cure any ambiguity or to correct or supplement any provision contained in
the Indenture that may be defective or inconsistent with any other provision of
the Indenture provided that such action does not adversely affect the interest
of the holders of the Notes in any material respect without notice to or
consent of any security holder; and


 


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 First Supplemental Indenture and (ii) the
Officers’ Certificate and the Opinion of Counsel described in Section 11.05
of the Indenture.


 


WHEREAS, all other acts and
proceedings required by law and the Indenture necessary to authorize the
execution and delivery of this First Supplemental Indenture and to make this
First 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 First 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.  Amendment
of Form of Note . The Form of Note (attached as Exhibit A
to the Indenture) is hereby amended and restated in its entirety to read as
attached in Exhibit A hereto.


 

















 


ARTICLE TWO


 


MISCELLANEOUS


 


SECTION 2.01.  Reference
to and Effect on the Indenture . On and after the Effective Date,
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 First
Supplemental Indenture unless the context otherwise requires. The Indenture, as
supplemented by this First 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 First 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 First 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 First Supplemental Indenture.


 


SECTION 2.04.  Trustee Disclaimer;
Trust . The recitals contained in this First 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 First Supplemental Indenture. The
Trustee accepts the trust created by the Indenture, as supplemented by this
First Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as supplemented hereby.


 


SECTION 2.05.  Counterparts
.. This First 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 First 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 First Supplemental Indenture to be duly
executed all as of the date hereof.


 


	
   

  	
  ADVANCED MEDICAL OPTICS,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Meier

  
	
   

  	
   

  	
   Name:

  	
  Richard A. Meier

  
	
   

  	
   

  	
   Title:

  	
  Executive Vice President,
  Operations,

  President, Eye Care Business, and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond S. Haverstock

  
	
   

  	
   

  	
   Name:

  	
  Raymond S. Haverstock

  
	
   

  	
   

  	
   Title:

  	
  Vice President

  
					



 


 

















 


EXHIBIT A


 


THIS NOTE HAS BEEN ISSUED
WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON THE REQUEST OF THE HOLDER
OF THIS NOTE, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER OF THIS NOTE,
(1) THE ISSUE PRICE OF THE NOTE, (II) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IN RESPECT THEREOF, (III) THE ISSUE DATE OF THE NOTE, (IV) THE
COMPARABLE YIELD OF THE NOTE, AND (V) THE PROJECTED PAYMENT SCHEDULE OF
THE NOTE, IN EACH CASE AS DETERMINED UNDER THE ORIGINAL ISSUE DISCOUNT RULES OF
THE U.S. INTERNAL REVENUE CODE. PLEASE CONTACT: ADVANCED MEDICAL OPTICS, INC.,
ATTN: INVESTOR RELATIONS DEPARTMENT, 1700 E. ST. ANDREW PLACE, SANTA ANA, CA
92705.


 


[Include
only for Global Notes]


 


[UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”, WHICH TERM INCLUDES ANY
SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]


 


[Include only for Notes that
are Restricted Securities]


 


THIS NOTE AND ANY COMMON
STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS NOTE IS
HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON


 

















 


THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.


 


THIS NOTE AND ANY COMMON
STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO US OR ANY OF OUR
SUBSIDIARIES, (2) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING UNDER
RULE 144 (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.


 


THIS NOTE, ANY SHARES OF
COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES
AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN
APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING
TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND
ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.


 


A-2

















 


ADVANCED
MEDICAL OPTICS, INC.


 


3.25%
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2026


 


CUSIP:


 


	
  No.

  	
   

  	
  $                       

  



 


Advanced Medical Optics, Inc.,
a Delaware corporation (herein called the “Company”, which term includes any
successor corporation under the Indenture referred to on the reverse hereof),
for value received hereby promises to pay to                     
or its registered assigns, [the principal sum of                     
DOLLARS] [or, such amount as is indicated in the records of the Trustee and the
Depositary] (1) on August 1, 2026 at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semi-annually on February 1 and August 1
of each year, commencing February 1, 2007, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum of 3.25%,
from the February 1 or August 1, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on the Notes, in which case from June 13,
2006 until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any January 15
or July 15, as the case may be, and before the following February 1
or August 1, this Note shall bear interest from such January 15 or July 15;
provided that if the Company
shall default in the payment of interest due on such February 1 or August 1,
then this Note shall bear interest from the next preceding February 1 or August 1
to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for on such Note, from June 13, 2006. Beginning
with the six-month interest period commencing August 1, 2014, the Notes
may accrue contingent interest. Contingent interest, if any, for any six-month
interest period will be payable on the applicable February 1 or August 1
interest payment date. Except as otherwise provided in the Indenture, the
interest payable on the Note pursuant to the Indenture on any February 1
or August 1 will be paid to the Person entitled thereto as it appears in
the Note Register at 5:00 p.m., New York City time, on the applicable
record date, which shall be the January 15 or July 15 (whether or not
a Business Day) next preceding such February 1 or August 1, as
provided in the Indenture; provided
that any such interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. The Company shall pay interest on any
Notes in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Note Register. Payments to The Depository
Trust Company will be made by wire transfer in immediately available funds to
the account of the DTC or its nominee.


 






 






(1)     For Global Notes only.


 


A-3

















 


The Company promises to pay
interest on overdue principal, premium, if any, and (to the extent that payment
of such interest is enforceable under applicable law) interest at the rate of
1% per annum above the rate borne by the Notes.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving the holder of this Note the right to
convert this Note into cash and, if applicable, shares of Common Stock on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 


IN THE CASE OF ANY CONFLICT
BETWEEN THE PROVISIONS OF THIS NOTE AND THE INDENTURE, THE PROVISIONS OF THE
INDENTURE SHALL CONTROL. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication
hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.


 


A-4

















 


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed.


 


	
   

  	
  ADVANCED MEDICAL OPTICS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


A-5

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
described in the within-named Indenture.


 


	
  U.S. BANK NATIONAL
  ASSOCIATION, as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
    Authorized
  Signatory

  	
   

  



 


A-6
















 


FORM OF
REVERSE OF NOTE


 


ADVANCED
MEDICAL OPTICS, INC.


3.25%
CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2026


 


This note is one of a duly
authorized issue of notes of the Company, designated as its 3.25% Convertible
Senior Subordinated Notes due 2026 (herein called the “Notes”), limited in
aggregate principal amount to $500,000,000, issued and to be issued under and
pursuant to an Indenture dated as of June 13, 2006, (herein called the “Indenture”),
between the Company and U.S. Bank National Association, as trustee (herein
called the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. Defined terms used but not otherwise
defined in this Note shall have the respective meanings ascribed thereto in the
Indenture.


 


If an Event of Default
occurs and is continuing, the principal of, premium, if any, and accrued and unpaid
interest on all Notes may be declared to be due and payable by either the
Trustee or the holders of at least 25% in aggregate principal amount of the
Notes then outstanding, and, upon said declaration the same shall be due and
payable, (a) immediately if there shall no longer be a Senior Credit
Facility or (b) if the Senior Credit Facility is in effect, immediately
upon the earlier to occur of (i) the date indebtedness under the Senior
Credit Facility is declared accelerated and (ii) the fifth Business Day
after written notice of the declaration of such acceleration has been given to
the agents under the Senior Credit Facility, in the manner, with the effect and
subject to the conditions provided in the Indenture.


 


The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
holders of a majority in aggregate principal amount of the Notes at the time
outstanding, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes, subject to exceptions set forth in Section 11.02 of
the Indenture. Subject to the provisions of the Indenture, the holders of a
majority in aggregate principal amount of the Notes at the time outstanding
may, on behalf of the holders of all of the Notes, waive any past default or
Event of Default, subject to exceptions set forth in the Indenture. Upon any
such waiver, said default shall for all purposes of this Note and the Indenture
be deemed to have been cured and to be not continuing, but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.


 


The indebtedness evidenced
by the Notes is, to the extent and in the manner provided in the Indenture,
contractually subordinated in right of payment or satisfaction to the prior
payment or satisfaction in full in cash of all Senior Indebtedness of the
Company, whether outstanding at the date of the Indenture or thereafter
incurred, and this


 


A-7

















 


Note is issued subject to
the provisions of the Indenture with respect to such subordination. Each holder
of this Note, by accepting the same, agrees to and shall be bound by such
provisions and authorizes the Trustee on its behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney-in-fact for such purpose.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall impair, as
among the Company and the holder of the Notes, the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
on and interest on this Note at the place, at the respective times, at the rate
and in the coin or currency herein and in the Indenture prescribed.


 


Interest on the Notes shall
be computed on the basis of a 360-day year of twelve 30-day months.


 


The Notes are issuable in
fully registered form, without coupons, in denominations of $1,000 principal
amount and any multiple of $1,000. At the office or agency of the Company
referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, without payment of any service charge
but with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of any other authorized denominations.


 


At any time on or after August 4,
2014 and prior to maturity, the Notes may be redeemed at the option of the
Company, in whole or in part, upon mailing a notice of such redemption not less
than 30 calendar days but not more than 60 calendar days before the redemption
date to each holder of Notes, all as provided in the Indenture, in cash at a
redemption price equal to 100% of the principal amount of Notes being redeemed and
accrued and unpaid interest to, but excluding, the redemption date; provided that if the redemption date is
after a record date and on or prior to the corresponding interest payment date,
the accrued and unpaid interest shall be payable to the holder of record of
this Note on the preceding January 15 or July 15, as the case may be.
The Company may not redeem any Notes if a default in the payment of interest on
the Notes has occurred and is continuing.


 


The Notes are not subject to
redemption through the operation of any sinking fund.


 


If a Fundamental Change
occurs at any time prior to maturity of the Notes, this Note will be subject to
a repurchase in cash, at the option of the holder, on a Fundamental Change
Repurchase Date, specified by the Company, that is not less than 20 Business
Days nor more than 35 Business Days after notice thereof, at a repurchase price
equal to 100% of the principal amount hereof, together with accrued and unpaid
interest on this Note to, but excluding, the Fundamental Change Repurchase Date
, if any; provided that


 


A-8

















 


if such Fundamental Change
Repurchase Date falls after a record date and on or prior the corresponding
interest payment date, the accrued and unpaid interest shall be payable to the
holder of record of this Note on the preceding January 15 or July 15,
as the case may be. The Notes submitted for repurchase must be $1,000 in
principal amount or whole multiples thereof. The Company shall mail to all
holders of record of the Notes (and to beneficial owners as required by
applicable law) a notice of the occurrence of a Fundamental Change and of the
repurchase right arising as a result thereof on or before the 10th Business Day
after the occurrence of such Fundamental Change. For a Note to be so redeemed
at the option of the holder, the holder must deliver to the Paying Agent in
accordance with the terms of the Indenture, the Repurchase Notice containing
the information specified by the Indenture, together with such Note, duly
endorsed for transfer, or (if the Notes are Global Notes) book-entry transfer
of the Note, prior to 5:00 p.m., New York City time, on the Business Day
immediately preceding the Fundamental Change Repurchase Date.


 


Subject to the terms and
conditions of the Indenture, each holder shall have the right, at such holder’s
option, to require the Company to repurchase all or any portion of the Notes
held by such holder, on August 1, 2014, August 1, 2017, and August 1,
2021, at a repurchase price in cash equal to 100% of the principal amount of
this Note, together with any accrued and unpaid interest on this Note to, but
excluding, the Repurchase Date. The accrued and unpaid interest shall be
payable to the holder of record of this Note on the preceding January 15
or July 15, as the case may be. To exercise such right, a holder shall
deliver to the Paying Agent the Repurchase Notice containing the information
specified by the Indenture, together with the Note, duly endorsed for transfer,
or (if the Notes are Global Notes) book-entry transfer of the Note, at any time
from 9:00 a.m., New York City time, on the date that is 20 Business Days
prior to the applicable Repurchase Date to 5:00 p.m., New York City time,
on the Business Day immediately preceding the applicable Repurchase Date.


 


Holders have the right to
withdraw any Repurchase Notice by delivering to the Paying Agent a written
notice of withdrawal at any time prior to 5:00 p.m., New York City time,
on the Business Day immediately preceding the Fundamental Change Repurchase
Date or the Repurchase Date, as applicable, all as provided in the Indenture.


 


If on the Fundamental Change
Repurchase Date or the Repurchase Date the Paying Agent holds money sufficient
to pay the repurchase price of the Notes that holders have elected to require
the Company to repurchase in accordance with the Indenture, then, on the
Fundamental Change repurchase Date or the Repurchase Date, as the case may be,
such Notes will cease to be outstanding, interest will cease to accrue and all other
rights of the holders of such Notes will terminate, other than the right to
receive the repurchase price upon delivery or book entry transfer of the Note.
This will be the case whether or not book entry transfer of the Note has been
made or the Notes has been delivered to the Paying Agent.


 


A-9

















 


Subject to and in compliance
with the provisions of the Indenture, on or prior to the Trading Day
immediately preceding the Maturity Date, the holder hereof has the right, at
its option, to convert each $1,000 principal amount of this Note into cash or,
as provided in the Indenture, cash and shares of Common Stock, equal to the
conversion rate of 16.7771 shares of Common Stock (a conversion price of
approximately $59.61 per share), subject to adjustment from time to time as
provided in the Indenture, upon surrender of this Note (if in certificated
form) with the form entitled “Conversion Notice” on the reverse hereof duly
completed and manually signed, to the Company at the office or agency of the
Company maintained for that purpose in the City of New York in accordance with
the terms of the Indenture, or at the option of such holder, the Corporate
Trust Office, together with any funds required pursuant to the terms of the
Indenture, and, unless the shares issuable on conversion, if any, are to be
issued in the same name as this Note, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or by such holder’s duly authorized attorney; provided , however , that at any time prior to the close of business on
the trading Day preceding July 1, 2014, holders may convert their Notes
only upon the occurrence of specified events set forth in the Indenture. The Company
will notify the holder thereof of any event triggering the right to convert the
Notes prior to July 1, 2014, as specified above in accordance with the
Indenture. In order to exercise the conversion right with respect to any
interest in a Global Note, the holder must complete the appropriate instruction
form pursuant to the Depositary’s book-entry conversion program, deliver by
book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee
or conversion agent, and pay the funds, if any, required pursuant to the terms
of the Indenture.


 


In the event the holder
surrenders this Note for conversion in connection with a Fundamental Change
occurring prior to August 1, 2014, the Company will increase the
applicable Conversion Rate by the Make Whole Amount as and when provided in the
Indenture.


 


No adjustment in respect of
interest on any Note converted or dividends on any shares issued upon
conversion of such Note will be made upon any conversion except as set forth in
the next sentence. If this Note (or portion hereof) is surrendered for
conversion during the period from the 5:00 p.m., New York City time, on
any applicable Record Date for the payment of interest to 5:00 p.m., New
York City time, on the Business Day preceding the corresponding interest
payment date, this Note (or portion hereof being converted) must be accompanied
by payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such interest
payment date on the principal amount being converted; provided that no such payment shall be
required (1) if the holder surrenders this Note for conversion in
connection with a redemption and the Company has specified a Redemption Date
that is after a Record Date and on or prior to the corresponding interest
payment date, (2) if the holder surrenders this Note in connection with a
Fundamental Change and the Company has specified a Fundamental Change
Repurchase


 


A-10

















 


Date that is after a Record
Date and on or prior to the corresponding interest payment date or (3) to
the extent of any overdue interest, if any exists at the time of conversion
with respect to this Note. Notwithstanding the foregoing, in the case of Notes
submitted for conversion in connection with a Fundamental Change as set forth
in the Indenture, such Notes shall continue to represent the right to receive
the Make Whole Amount, if any, payable pursuant to the Indenture until such
Make Whole Amount is so paid.


 


No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Note or Notes for conversion.


 


A Note in respect of which a
holder is exercising its right to require repurchase may be converted only if
such holder validly withdraws its election to exercise such right to require
repurchase in accordance with the terms of the Indenture.


 


Any Notes called for
redemption, unless surrendered for conversion by the holders thereof on or
before 5:00 p.m., New York City time, on the Trading Day preceding the
Redemption Date, may be deemed, to the fullest extent required by law, to be
redeemed from the holders of such Notes for an amount equal to the applicable
redemption price, together with accrued but unpaid interest to, but excluding,
the date fixed for redemption, by one or more investment banks or other
purchasers who may agree with the Company (i) to purchase such Notes from
the holders thereof and convert them into cash and, if applicable, shares of
Common Stock, and (ii) to make payment for such Notes as aforesaid to the
Trustee in trust for the holders.


 


Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-registrar,
and satisfaction of the requirements for such transfer set forth in the
Indenture, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture. No service charge shall be made to any holder for any registration
of, transfer or exchange of Notes, but the Company may require payment by the
holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes.


 


The Company, the Trustee,
any Paying Agent, any conversion agent and any Note Registrar may deem the
Person in whose name this Note shall be registered upon the Note Register to be,
and may treat it as, the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Note Registrar) for
the purpose of receiving payment of or on account of the principal of, premium,
if any, and interest on this Note, for conversion of this Note and for all
other purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any conversion agent nor


 


A-11

















 


any Note Registrar shall be
affected by any notice to the contrary. All such payments so made to any holder
for the time being, or upon his order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for
monies payable upon any this Note.


 


No recourse for the payment
of the principal of or any premium or interest on this Note, or for any claim
based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, member, manager, employee, agent, officer, director or subsidiary,
as such, past, present or future, of the Company or of any successor thereto,
either directly or through the Company or any of the Company’s subsidiaries or
of any successor thereto, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as consideration for, the execution of the
Indenture and the issue of this Note.


 


In addition to the rights
provided to holders of Notes under the Indenture, holders shall have all the
rights set forth in the Registration Rights Agreement dated as of June 13,
2006, between the Company and the Initial Purchasers named therein (the “Registration
Rights Agreement”).


 


A-12

















 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as
though they were written out in full according to applicable laws or
regulations.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN COM -

  	
   

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT -
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Custodian 

  	
   

  	
   

  
	
  TEN ENT -

  	
   

  	
  as tenant by the
  entireties

  	
   

  	
  (Cust) (Minor)         

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN -

  	
   

  	
  as joint tenants with
  right of survivorship and not as tenants in

  common

  	
   

  	
  under Uniform Gifts to
  Minors Act



  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
										



 


Additional abbreviations may
also be used though not in the above list.


 


A-13

















 


CONVERSION
NOTICE


 


TO:   ADVANCED
MEDICAL OPTICS, INC.


U.S. BANK NATIONAL
ASSOCIATION, as Trustee


 


The undersigned registered
owner of this Note hereby irrevocably exercises the option to convert this
Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, into cash and, if applicable, shares of Common Stock of Advanced
Medical Optics, Inc., as applicable, in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares, if any,
issuable and deliverable upon such conversion, together with any check in
payment for cash, if any, payable upon conversion or for fractional shares and
any Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.


 


	
  Dated:   ________________________________________________

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be
  guaranteed by an “eligible guarantor institution” meeting the requirements of
  the Note Registrar, which requirements include membership or participation in
  the Security Transfer Agent Medallion Program (“STAMP”) or such other
  “signature guarantee program” as may be determined by the Note Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


A-14

















 


Fill in the registration of
shares of Common Stock, if any, if to be issued, and Notes if to be delivered,
and the person to whom cash and payment for fractional shares is to be made, if
to be made, other than to and in the name of the registered holder:


 


	
  Please print name and
  address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (City, State and Zip Code)

  	
   

  
	
   

  	
   

  
	
  Principal amount to be
  converted  (if less than
  all):

  	
   

  
	
   

  	
   

  
	
  $__________________

  	
   

  
	
   

  	
   

  
	
  Social Security or Other
  Taxpayer  Identification
  Number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


NOTICE: The signature on
this Conversion Notice must correspond with the name as written upon the face
of the Note in every particular without alteration or enlargement or any change
whatever.


 


A-15

















 


REPURCHASE
NOTICE


 


TO:   ADVANCED
MEDICAL OPTICS, INC.


U.S. BANK NATIONAL
ASSOCIATION


 


The undersigned registered
owner of this Note hereby irrevocably acknowledges receipt of a notice from
Advanced Medical Optics, Inc. (the “Company”) regarding the right of
holders to elect to require the Company to repurchase the Notes and requests
and instructs the Company to repay the entire principal amount of this Note, or
the portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in cash, in accordance with the terms of the Indenture at the price
of 100% of such entire principal amount or portion thereof, together with
accrued and unpaid interest to, but excluding, the Repurchase Date or the
Fundamental Change Repurchase Date, as the case may be, to the registered
holder hereof. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. The Notes shall be repurchased
by the Company as of the Repurchase Date or the Fundamental Change Repurchase
Date, as the case may be, pursuant to the terms and conditions specified in the
Indenture.


 


NOTICE: The above signatures
of the holder(s) hereof must correspond with the name as written upon the
face of the Note in every particular without alteration or enlargement or any
change whatever.


 


Note Certificate Number (if
applicable):


 


Principal amount to be
repurchased (if less than all, must be $1,000 or whole multiples thereof):


 


Social Security or Other
Taxpayer Identification Number:


 


A-16

















 


ASSIGNMENT


 


For value received                                               
hereby sell(s) assign(s) and transfer(s) unto                                            
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints                                          
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


In connection with any
transfer of the Note prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision) (other than any transfer pursuant to a registration
statement that has been declared effective under the Securities Act), the
undersigned confirms that such Note is being transferred:


 


	
   

  	
  o

  	
  To Advanced Medical
  Optics, Inc. or a subsidiary thereof; or

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  To a “qualified
  institutional buyer” in compliance with Rule 144A under the Securities
  Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Pursuant to and in
  compliance with Rule 144 under the Securities Act of 1933, as amended;
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Pursuant to a Registration
  Statement which has been declared effective under the Securities Act of 1933,
  as amended, and which continues to be effective at the time of transfer;

  



 


and unless the Note has been
transferred to Advanced Medical Optics, Inc. or a subsidiary thereof, the
undersigned confirms that such Note is not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act of 1933, as
amended.


 


Unless one
of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the
registered holder thereof .


 


A-17

















 


	
  Dated:   _________________________________________________

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be
  guaranteed by an “eligible guarantor institution” meeting the requirements of
  the Note Registrar, which requirements include membership or participation in
  the Security Transfer Agent Medallion Program (“STAMP”) or such other
  “signature guarantee program” as may be determined by the Note Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


NOTICE: The signature on
this Assignment must correspond with the name as written upon the face of the
Note in every particular without alteration or enlargement or any change
whatever.


 


A-18