Advanced Medical Optics (EYE)

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

As discussed in Item 1.01 of this Current Report on Form 8-K, on April 2, 2007, the Company completed the sale of $250 million aggregate principal amount of its Notes. The Notes are irrevocably, fully and unconditionally guaranteed on a senior basis by the Guarantors pursuant to the Guarantee.

The Notes will mature on May 1, 2017 and will bear interest at the rate of 7 ¹/2% per year from and including the issue date, payable semi-annually, in arrears on May 1 and November 1 of each year, commencing November 1, 2007. The Notes are general, unsecured senior obligations of the Company, and rank: (i) behind all of its existing and future senior debt; (ii) equal in right of payment to all of the existing and future unsecured senior subordinated indebtedness that do not expressly provide that they are subordinated to the Notes; and (iii) ahead of any future indebtedness that expressly provides that it is subordinated to the Notes.

The Company may redeem the Notes for cash, in whole or in part, at its option at any time on or after May 1, 2012, at redemption prices equal to 100% of the principal amount plus a premium declining ratably to par, together with accrued and unpaid interest, if any, thereon to the redemption date. In addition, at any time on or before May 1, 2007, the Company may, at its option and subject to certain requirements, use the cash proceeds from one or more qualified equity offerings by the Company to redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 107.5% of the principal amount, together with accrued and unpaid interest, if any, thereon to the redemption date. If a change of control (as defined in the Indenture) occurs, the Company will be required to make an offer to purchase the Notes at 101% of the principal amount, together with accrued and unpaid interest, if any, to, but not including, the change of control purchase date.

In addition to the terms of the Notes described above, the Indenture contains covenants, which are subject to limitations and exceptions, limiting the ability of the Company and its subsidiaries to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay dividends, redeem capital stock or make distributions or certain other restricted payments; (iii) make certain investments; (iv) create liens on its assets to secure debt; (v) enter into transactions with affiliates; (vi) limit dividends or other payments by its restricted subsidiaries; (vii) merge or consolidate with another company; and (viii) sell all or substantially all of its assets.

The Indenture also provides that, if an event of default occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all principal, accrued interest, if any, immediately due and payable, except that an event of default resulting from certain events of bankruptcy, insolvency or reorganization in respect of the Company or certain of its subsidiaries will automatically cause all principal, accrued interest, if any, to become immediately due and payable. Events of default include: (i) failure to pay any installment of interest on the Notes when due and payable and the continuance of any such failure for 30 days; (ii) failure to pay principal, or premium, if any, on the Notes when due and payable; (iii) failure to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, subject to certain exceptions, the continuance of such failure for a period of 60 days after notice to the Company, (iv) certain events of bankruptcy, insolvency or reorganization in respect of the Company or certain of its subsidiaries; and (v) certain defaults in indebtedness with an aggregate amount outstanding in excess of $25 million.

Pursuant to the Guarantee, the Guarantors have irrevocably, fully and unconditionally guaranteed on a senior subordinated basis the due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes.

The information set forth under Item 1.01 of this Report is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See disclosure under Item 1.01 of this Report, which is incorporated by reference in this Item 2.03.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 27, 2005, AMO borrowed approximately $200 million under revolving loan commitments pursuant to the Credit Agreement, as amended. The disclosure under Item 1.01 on AMO’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2005, is incorporated herein by reference.