Advanced Medical Optics (EYE)

8.16 Prepayments, Etc., of Subordinated Indebtedness.

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness subordinated to the Obligations, unless:

(i)(A) after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction, the Borrower shall have at least $100,000,000 of availability under the Revolving Credit Facility;

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(B) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing or would result therefrom; and

(C) any of (1) after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis, the Consolidated Total Leverage Ratio does not exceed 2.50 to 1.00 or (2) after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis, if the Consolidated Total Leverage Ratio is greater than 2.50 to 1.00, the sum of (x) the total amount paid by the Borrower for all Equity Interests purchased, redeemed, retired or acquired pursuant to Section 8.06(f) plus (y) the total amount of such Indebtedness that has been prepaid, redeemed, purchased, defeased or otherwise satisfied prior to the scheduled maturity thereof pursuant to Section 8.16(a)(i) shall not exceed $750,000,000 in the aggregate subsequent to the Closing Date; and

(ii) after the Borrower has prepaid, redeemed, purchased, defeased or otherwise satisfied Indebtedness subordinated to the Obligations and/or purchased, redeemed, retired or otherwise acquired its Equity Interests in an amount up to $750,000,000 in the aggregate pursuant to Section 8.16(a)(i) and Section 8.06(f), the prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of any Indebtedness subordinated to the Obligations so long as:

(A) no Revolving Credit Loan or Swing Line Loan is outstanding hereunder (or will be outstanding immediately after giving effect thereto);

(B) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(C) after giving effect to any such prepayment, redemption, purchase, defeasance or satisfaction, the sum of (1) the total amount paid by the Borrower for all Equity Interests purchased, redeemed, retired or acquired pursuant to Section 8.06(g) plus (2) the total amount of such Indebtedness that has been prepaid, redeemed, purchased, defeased or otherwise satisfied pursuant to this Section 8.16(a)(ii) shall not exceed $500,000,000 in the aggregate; provided that (i) the amounts set forth in this Section 8.16(a)(ii) permitted to be expended may be increased by the Additional Basket Amount to the extent that after giving effect to any such increase and the use of proceeds therefrom, the Borrower will be in compliance with the covenants set forth in Section 8.11.

(b) Amend, modify or change in any manner that would be materially adverse to the Lenders any term or condition of (i) the 2004 Convertible Senior Subordinated Notes Documents, (ii) the 2005 Convertible Senior Subordinated Notes Documents, (iii) the 2006 Convertible Senior Subordinated Notes Documents, (v) the 2007 Senior Subordinated Notes Documents, (vi) any documentation governing the Additional Subordinated Indebtedness, or (vii) any other material Indebtedness subordinated to any Obligations, or permit any of its Subsidiaries to do any of the foregoing, without the consent of the Required Lenders other than to prepay any Indebtedness payable to any Loan Party; provided that no consent shall be required for any prepayments or refinancings (to the extent such refinancings do not accelerate any regularly scheduled or required repayment or redemptions) otherwise permitted under this Article VIII.

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