Exhibit 4.2
SUPPLEMENTAL INDENTURE
ABBOTT MEDICAL OPTICS
INC.
(FORMERLY ADVANCED MEDICAL OPTICS,
INC.)
AND
U.S. BANK NATIONAL
ASSOCIATION,
AS TRUSTEE
Supplemental Indenture
Dated as of February 26, 2009
Supplementing the
Indenture
Dated as of June 22, 2004
2.50% Convertible Senior
Subordinated Notes due 2024
THIS SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of
February 26, 2009, between Abbott Medical Optics Inc., a
Delaware corporation (formerly Advanced Medical Optics, Inc.) (the
“Company”), and U.S. Bank National Association, as
trustee (the “Trustee”), under the Indenture, dated as
of June 22, 2004 (as amended and supplemented, the
“Indenture”). Terms used herein but not otherwise
herein defined have the meanings assigned to them in the
Indenture.
WITNESSETH:
WHEREAS, the Company and the Trustee
have heretofore executed and delivered the Indenture providing for
the issuance by the Company of 2.50% Convertible Senior
Subordinated Notes due 2024 (the “Notes”);
WHEREAS, the Company is a party to
an Agreement and Plan of Merger, dated as of January 11, 2009
(as amended and supplemented from time to time, the “Merger
Agreement”), by and among Abbott Laboratories, an Illinois
corporation (“Abbott”), Rainforest Acquisition Inc., a
Delaware corporation and wholly-owned subsidiary of Abbott (the
“Purchaser”), and the Company, pursuant to which the
Purchaser merged with and into the Company (the
“Merger”), with the Company surviving the Merger and
becoming a direct wholly-owned subsidiary of Abbott;
WHEREAS, the Merger became effective
at 4:35 p.m., Eastern time, on February 26, 2009 (the
“Effective Time”) and, from and after the Effective
Time, each share of Common Stock issued and outstanding immediately
prior to the Effective Time (other than Common Stock owned by the
Company, Abbott, the Purchaser (prior to the Merger) or any of
their respective subsidiaries and Common Stock held by dissenting
holders of Common Stock who properly exercise appraisal rights
under Delaware law), by virtue of the Merger and without any action
on the part of the holders of the Common Stock, was cancelled in
exchange for the right to receive $22.00 per share, net to the
seller in cash, without interest and subject to any withholding
taxes;
WHEREAS, Section 15.06 of the
Indenture provides that, in connection with the Merger, the Company
shall execute with the Trustee a supplemental indenture providing
that each Note shall be convertible into the kind and amount of
consideration receivable by a holder of a number of shares of
Common Stock issuable upon conversion of such Notes immediately
prior to the Merger assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount
of consideration receivable upon the Merger, which supplemental
indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in
Article 15 of the Indenture;
WHEREAS, pursuant to
Section 15.12(b) of the Indenture, by written notice to the
Trustee and the holders of the Notes effective December 15, 2004
the Company irrevocably elected to satisfy in cash the Conversion
Obligation with respect to the principal amount of Notes to be
converted after the date of such election;
WHEREAS, Section 11.01(a) of
the Indenture provides that the Company, when authorized by the
resolutions of the Board of Directors, and the Trustee may, from
time to time, and at any time enter into a supplemental indenture
without the consent of the holders of the Notes to make provision
with respect to the conversion rights of the holders of
Notes;
