Advanced Medical Optics (EYE)

Indenture

The notes were issued pursuant to, and are governed by, an indenture, dated June 13, 2006 (the “Indenture”), between AMO and U.S. Bank, National Association, as trustee (the “Trustee”). The notes mature on August 1, 2026, unless earlier redeemed, repurchased or converted. The notes are AMO’s general unsecured senior subordinated obligations and rank contractually equal with AMO’s other subordinated obligations, including its outstanding 1.375% convertible senior subordinated notes due 2025 and its outstanding 2.50% convertible senior subordinated notes due 2024.

AMO will pay interest on the notes at an annual rate of 3.25% on February 1 and August 1 of each year, beginning February 1, 2007. In addition, beginning with the six-month interest period commencing August 1, 2014, AMO will pay contingent interest in cash during any six-month interest period in which the trading price of the notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the notes. During any interest period when contingent interest is payable, the contingent interest payable per $1,000 principal amount of notes will equal 0.25% of the average trading price of $1,000 principal amount of notes during the five trading days immediately preceding the first day of the applicable six-month interest period.

Each $1,000 principal amount of the notes will be convertible into cash or, under certain circumstances set forth in the Indenture, cash and shares of AMO common stock. The initial

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conversion rate is 16.7771 shares of AMO’s common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $59.61 per share), subject to adjustment as provided in the Indenture. Prior to July 1, 2014, the notes will be convertible only during specified periods under the following circumstances: (i) during the five business days after any five consecutive trading-day period in which the trading price per $1,000 principal amount of the notes for each day of such measurement period was less than 98% of the conversion value, which equals the product of the closing sale price of AMO common stock and the conversion rate then in effect, (ii) during any fiscal quarter after the fiscal quarter ending September 30, 2006, if the last reported sale price of AMO common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding fiscal quarter, (iii) upon the occurrence of a fundamental change, as defined in the Indenture, or (iv) during prescribed periods upon the occurrence of certain corporate events such as a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of AMO’s property and assets, in each case pursuant to which AMO common stock would be converted into cash, securities and/or other property that does not also constitute a fundamental change. On and after July 1, 2014, to (and including) the trading day preceding the maturity date, subject to prior redemption or repurchase, the notes will be convertible into cash and, if applicable, shares of AMO common stock regardless of the foregoing circumstances.

AMO may redeem some or all of the notes for cash on or after August 4, 2014, at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest. Each holder may require AMO to repurchase its notes at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, on August 1, 2014, August 1, 2017, August 1, 2021, or at any time prior to their maturity upon the occurrence of a fundamental change.

The Indenture contains customary events of default with respect to the notes, including failure to make required payments, failure to comply with certain agreements or covenants, acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the notes. If any other event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare the acceleration of the amounts due under the notes.

The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture which is included as Exhibit 10.1 to this report.

INDENTURE

INDENTURE dated as of June 13, 2006 between Advanced Medical Optics, Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 1700 E. St. Andrew Place, Santa Ana, California 92705, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as trustee hereunder (hereinafter called the “Trustee”).

INDENTURE

INDENTURE dated as of July 18, 2005 between Advanced Medical Optics, Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 1700 E. St. Andrew Place, Santa Ana, California 92705, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as trustee hereunder (hereinafter called the “Trustee”).