Exhibit 4.7


 


EXECUTION
COPY


 


SECOND SUPPLEMENTAL
INDENTURE


 


ABBOTT MEDICAL OPTICS
INC.


(FORMERLY ADVANCED
MEDICAL OPTICS, INC.)


 


AND


 


U.S. BANK NATIONAL
ASSOCIATION,

AS TRUSTEE


 


 






 


Second Supplemental
Indenture

Dated as of February 26, 2009


 


Supplementing the
Indenture

Dated as of June 13, 2006


 


 






 


3.25 % Convertible Senior
Subordinated Notes due 2026


 

















 


THIS
SECOND SUPPLEMENTAL INDENTURE (this “Second 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 13, 2006, as amended and supplemented by the
First Supplemental Indenture, dated as of August 15, 2006 (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 3.25% Convertible Senior
Subordinated Notes due 2026 (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(a) of the Indenture provides that in connection with
the Merger the Company shall execute with the Trustee a supplemental indenture
providing for the conversion and settlement of Notes as set forth in the
Indenture;


 


WHEREAS,
Section 15.06(b) of the Indenture provides that the Conversion Value
with respect to each $1,000 principal amount of Notes tendered for conversion
on or after the second Trading Day immediately preceding the effective date of
the Merger shall be calculated based on the kind and amount of consideration
receivable by a holder of Common Stock holding, immediately prior to the Merger,
a number of shares of Common Stock equal to the Conversion Rate in effect
immediately prior to the Merger;


 


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 Second 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 Second Supplemental Indenture and
to make this Second 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 Second 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 Value. Subject to and upon
compliance with the provisions of the Indenture, the Conversion Value with
respect to each $1,000 principal amount of Notes tendered for conversion on or
after the second Trading Day immediately preceding the effective date of the
Merger shall be fixed at an amount in cash equal to equal to $369.0962 per
$1,000 principal amount.


 


SECTION 1.02. 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 Value of the Note(s) so converted.


 


SECTION 1.03.  Effectiveness. This Second 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 Second 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 Second
Supplemental Indenture unless the context otherwise requires. The Indenture, as
supplemented by this Second 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 Second Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


3

















 


SECTION 2.03.  Trust Indenture Act Controls. No
modification of any provisions of the Indenture effected by this Second
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 Second
Supplemental Indenture.


 


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


 


SECTION 2.05.  Counterparts. This Second 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 Second 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 Second 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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