Advanced Medical Optics (EYE)

8.03 Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

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(b) the Existing Debt, and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided that the terms of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (other than to pay reasonable fees, costs, premiums and expenses incurred in connection with such extension, refunding or refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the final maturity and the average life of such extending, refunding or refinancing Indebtedness shall not end earlier than the final maturity or be shorter than the average life of any Existing Debt being extended, refunded or refinanced and provided still further that other material terms, taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate (as determined in good faith by the Borrower);

(c) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 8.03 (provided that (i) any guarantees in respect of the Indebtedness under any Additional Subordinated Indebtedness shall be similarly subordinated and (ii) the Subsidiaries of the Borrower shall not provide any guarantee of (x) the Indebtedness under the 2004 Convertible Senior Subordinated Notes Documents, (y) the Indebtedness under the 2005 Convertible Senior Subordinated Notes Documents or (z) the Indebtedness under the 2006 Convertible Senior Subordinated Notes Documents);

(d) Indebtedness (whether secured or unsecured) of any Foreign Subsidiaries in an aggregate principal amount of no more than $100,000,000, provided, however, that (i) such Foreign Subsidiaries may incur additional Indebtedness (whether secured or unsecured) to the extent that on the date of the incurrence of such Indebtedness and after giving effect thereto and the application of the proceeds therefrom, the Consolidated Total Leverage Ratio does not exceed 3.50:1.00, and any Contingent Obligation of any Loan Party of any Indebtedness permitted by this clause (d)(i), so long as such Contingent Obligation is unsecured and (ii) such Foreign Subsidiaries may incur additional Indebtedness (whether secured or unsecured) so long as 100% of the Net Cash Proceeds from the issuance of such Indebtedness is used to immediately prepay the Term Loans (and no additional Indebtedness under this clause (d)(ii) shall be permitted after the Term Loans are paid in full);

(e) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and if such Swap Contracts relate to interest rates, such obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents;

(f) Indebtedness (i) in respect of capital leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 8.01(j) and (ii) secured by Liens on fixed or capital assets and assumed in connection with the acquisition of such fixed or capital assets; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $40,000,000;

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(g) Indebtedness secured by Liens permitted by Section 8.01(k); provided that such aggregate principal amount shall not exceed $30,000,000;

(h) Reserved;

(i) Indebtedness of the Borrower or any Subsidiary that is permitted as an Investment pursuant to Section 8.02;

(j) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(k) Indebtedness in respect of any bankers’ acceptance, letter of credit (excluding Letters of Credit issued under this Agreement), warehouse receipt or similar facilities entered into in the ordinary course of business, provided that, at any time, (x) the amount available to be drawn on all such bankers’ acceptances, letters of credit warehouse receipts or similar facilities to be drawn within any jurisdiction does not exceed $5,000,000 at such time, and (y) the aggregate amount available to be drawn on all such bankers’ acceptances, letters of credit warehouse receipts or similar facilities does not exceed $10,000,000 at such time;

(l) Permitted Senior Unsecured Indebtedness and Additional Subordinated Indebtedness; provided that immediately before and after giving effect to the incurrence of any Permitted Senior Unsecured Indebtedness and the use of the Net Cash Proceeds thereof and/or the incurrence of any Additional Subordinated Indebtedness and the use of the Net Cash Proceeds thereof, the Borrower shall be in pro forma compliance with the Debt Ratio Conditions as well as the covenants contained in Section 8.11 (to the extent such covenants are applicable), in each case calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 7.01;

(m)(i) the 2007 Senior Subordinated Notes issued on the Closing Date and any guarantees of the 2007 Senior Subordinated Notes (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the 2007 Senior Subordinated Notes and related guarantees) and (ii) refinancings thereof; provided that the terms of any such refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of the 2007 Senior Subordinated Notes shall not be increased above the principal amount thereof outstanding immediately prior to such refinancing (other than to pay reasonable fees, premiums, costs and expenses incurred in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such refinancing, provided still further that the final maturity and the average life of such refinancing Indebtedness shall not end earlier than the final maturity and the average life of the 2007 Senior Subordinated Notes and provided still further that other material terms, taken as a whole, of any such refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the 2007 Senior Subordinated Notes and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate (as determined in good faith by the Borrower);

(n) Indebtedness of the Borrower or any Subsidiary in respect of cash management or similar agreements entered into with any Lender;

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(o) Indebtedness representing deferred or equity compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business;

(p) so long as no Default has occurred and is continuing or would result therefrom, other Indebtedness incurred in the ordinary course of business in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; and

(q) Indebtedness of a Securitization Subsidiary incurred pursuant to a Permitted Securitization.