Advanced Medical Optics (EYE)

1.01 Defined Terms.

As used in this Agreement (including the preamble and the preliminary statements hereto), the following terms shall have the meanings set forth below:

“2004 Convertible Indenture” means that certain Indenture dated as of June 22, 2004 between the Borrower and U.S. Bank National Association, as trustee, as such Indenture is in effect on the Closing Date and as the same may be amended, modified, restated or supplemented and in effect from time to time in accordance with the terms hereof and thereof.

“2004 Convertible Senior Subordinated Notes” means those 2.50% Convertible Senior Subordinated Notes of the Borrower due 2024 issued pursuant to the 2004 Convertible Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2004 Convertible Senior Subordinated Notes Documents” means the 2004 Convertible Senior Subordinated Notes, the 2004 Convertible Indenture and all other documents executed and delivered in respect of the 2004 Convertible Senior Subordinated Notes and the 2004 Convertible Indenture, in each case as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2005 Convertible Indenture” means that certain Indenture dated as of July 18, 2005 between the Borrower and U.S. Bank National Association, as trustee, as such Indenture is in effect on the Closing Date and as the same may be amended, modified, restated or supplemented and in effect from time to time in accordance with the terms hereof and thereof.

“2005 Convertible Senior Subordinated Notes” means those 1.375% Convertible Senior Subordinated Notes of the Borrower due 2025 issued pursuant to the 2005 Convertible Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2005 Convertible Senior Subordinated Notes Documents” means the 2005 Convertible Senior Subordinated Notes, the 2005 Convertible Indenture and all other documents executed and delivered in respect of the 2005 Convertible Senior Subordinated Notes and the 2005 Convertible Indenture, in each case as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2006 Convertible Indenture” means that certain Indenture dated as of June 13, 2006 between the Borrower and U.S. Bank National Association, as trustee, as such Indenture is in effect on the Closing Date and as the same may be amended, modified, restated or supplemented and in effect from time to time in accordance with the terms hereof and thereof.

“2006 Convertible Senior Subordinated Notes” means those 3.25% Convertible Senior Subordinated Notes of the Borrower due 2026 issued pursuant to the 2006 Convertible Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2006 Convertible Senior Subordinated Notes Documents” means the 2006 Convertible Senior Subordinated Notes, the 2006 Convertible Indenture and all other documents executed and delivered in respect of the 2006 Convertible Senior Subordinated Notes and the 2006 Convertible Indenture, in each case as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“2007 Indenture” means that certain Indenture dated as of April 2, 2007 between the Borrower and Wilmington Trust Company, as trustee, as such Indenture may be amended, modified, restated or supplemented and in effect from time to time in accordance with the terms hereof and thereof.

“2007 Senior Subordinated Notes” means those 7.5% Senior Subordinated Notes of the Borrower due 2017 issued pursuant to the 2007 Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

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“2007 Senior Subordinated Notes Documents” means the 2007 Senior Subordinated Notes, the 2007 Indenture and all other documents executed and delivered in respect of the 2007 Senior Subordinated Notes and the 2007 Indenture, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the Property of another Person or at least a majority of the Equity Interests of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Acquisition Consideration” means the purchase consideration for any Investment pursuant to Section 8.02(i) and all other payments by the Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any such Investments, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Investment or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by the Borrower or any of its Subsidiaries.

“Acquisition Documents” means the Merger Agreement and related agreements, instruments and documents.

“Act” has the meaning specified in Section 11.21.

“Additional Basket Amount” means (A) the amount of Qualified Equity Proceeds received by the Borrower after the Closing Date plus the amount of Unswept Excess Cash Flow minus (B) the amount of the sum in (A) of this definition that has been used pursuant to Section 8.02(i), Section 8.02(j) and Section 8.16(a)(ii).

“Additional Subordinated Indebtedness” means any Indebtedness of the Borrower issued subsequent to the Closing Date (i) which by its terms is expressly subordinated in right of payment to the prior payment of the Obligations under this Agreement and the other Loan Documents, (ii) which contains subordination provisions reasonably satisfactory to the Administrative Agent and (iii) the terms of which do not provide for any scheduled repayment, amortization payment, maturity date, mandatory redemption or sinking fund obligation prior to the date that is three months after the Final Maturity Date.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities or other Equity Interests having, at the time of such determination, ordinary voting power for the election of directors, managing general partners or the equivalent. With respect to Affiliates of the Borrower, the term “Affiliate” shall specifically exclude the Administrative Agent and each Lender.

“Agent Parties” has the meaning specified in Section 11.02.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning set forth in the preamble hereto, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 6.23.

“Applicable Rate” means a percentage per annum equal to, from time to time, the following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth below: