Advanced Medical Optics (EYE)

Purchase Agreement

Advanced Medical Optics, Inc. (“AMO”) has entered into a purchase agreement, dated June 7, 2006 (the “Purchase Agreement”), with Goldman Sachs & Co. (“Goldman Sachs”), Banc of America Securities LLC, UBS Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC, as the initial purchasers (collectively, the “Initial Purchasers”), under which AMO agreed to sell $450 million aggregate principal amount of 3.25% Convertible Senior Subordinated Notes due 2026 (plus up to an additional $50.0 million aggregate principal amount at the option of the Initial Purchasers) in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Act”). Under the Purchase Agreement, the Initial Purchasers may resell the Notes to qualified institutional buyers in reliance on Rule 144A under the Act, at a price equal to 100% of the aggregate principal amount.

On June 8, 2006, the Initial Purchasers exercised their option in full to purchase additional notes. The sale of $500 million aggregate principal amount of the notes to the Initial Purchasers was completed on June 13, 2006. AMO’s net proceeds from the sale of the notes are estimated to be approximately $487.0 million after deducting the discount to the Initial Purchasers and estimated offering expenses. AMO will use the net proceeds of the offering, and borrowings under its senior credit facility, to purchase $500 million worth of shares of its common stock, as well as to purchase up to $100 million aggregate principal amount of its outstanding convertible notes through privately negotiated repurchases. The common stock is being purchased through an accelerated share repurchase arrangement described below.