Exhibit 10.2
SUPPLEMENTAL INDENTURE
S UPPLEMENTAL I NDENTURE (this “ Supplemental Indenture
”), dated as of April 2, 2007, among IntraLase Corp.
(the “ Guaranteeing Subsidiary ”), a subsidiary
of Advanced Medical Optics, Inc. (or its permitted successor), a
Delaware corporation (the “ Company ”), the
Company, the other Guarantors (as defined in the Indenture referred
to herein) and Wilmington Trust Company, as trustee under the
Indenture referred to below (the “ Trustee
”).
W I T N E S S E T H
WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture
(the “ Indenture ”), dated as of April 2,
2007, providing for the issuance of 7 1 / 2 % Senior
Subordinated Notes due 2017 (the “ Notes
”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company’s Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the
“ Note Guarantee ”); and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. C APITALIZED T ERMS .
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. A GREEMENT TO G
UARANTEE . The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 11 thereof.
4. N O R
ECOURSE A G
