Advanced Medical Optics (EYE)

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 $462.1848 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 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.

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.

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.

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

AMENDMENTS

Section 1.01 Amendments

(a) Amendment of Article 4. The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto: 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19, in each case in its entirety, and replacing each such Section with the following: “Intentionally omitted.”

(b) Amendment of Article 5. The Indenture is hereby amended by deleting the following Sections of Article 5 of the Indenture and all references thereto: 5.01 and 5.02, in each case in its entirety, and replacing each such Section with the following: “Intentionally omitted.”

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(c) Amendment of Section 6.01. Section 6.01 of Article 6 of the Indenture is hereby amended by deleting the section in its entirety, together with any references to subsections thereof in the Indenture that, as provided below, are being replaced with the words “intentionally omitted,” and replacing such Section 6.01 with the following:

“Each of the following is an “Event of Default”:

(1) failure by the Company to pay any installment of interest on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days (whether or not such payment is prohibited by Article 10);

(2) failure by the Company to pay all or any part of the principal, premium, if any, on the Notes as and when the same becomes due and payable at maturity, by acceleration or otherwise (whether or not such payment is prohibited by Article 10);

(3) intentionally omitted;

(4) failure by the Company to comply with any other agreement or covenant in this Indenture and continuance of this failure for 60 days after notice of the failure has been given to the Company by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

(5) intentionally omitted;

(6) intentionally omitted;

(7) the Company:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property, or

(D) makes a general assignment for the benefit of its creditors; or

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company;

(B) appoints a custodian of the Company or for all or substantially all of the property of the Company; or

(C) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days.

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(9) intentionally omitted.”

(d) Amendment of Section 8.04. Section 8.04 of Article 8 of the Indenture is hereby amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing such Section 8.04 with the following: “Intentionally omitted.”

Section 1.02 Amendment of Definitions. Any defined terms present in the Indenture or the Notes but no longer used as a result of the amendments made by this Second Supplemental Indenture are hereby eliminated. The definition of any defined term used in the Indenture or the Notes where such definition is set forth in any of the sections or subsections that are eliminated by this Second Supplemental Indenture and the term it defines is still used in the Indenture or the Notes after the amendments hereby become operative shall be deemed to become part of, and defined in, Section 1.01 of the Indenture. Such defined terms are to be in alphanumeric order within Section 1.01 of the Indenture.

AMENDMENTS

Section 7.1 Amendment by Directors or Stockholders. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors or by the stockholders only in accordance with the provisions of the Certificate of Incorporation. The power to adopt, amend or repeal Bylaws conferred upon the Board of Directors by the Certificate of Incorporation shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws as set forth therein.

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AMENDMENTS

Section 7.1 Amendment by Directors or Stockholders. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors or by the stockholders only in accordance with the provisions of the Certificate of Incorporation. The power to adopt, amend or repeal Bylaws conferred upon the Board of Directors by the Certificate of Incorporation shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws as set forth therein.

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