EXHIBIT 10.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT No. 3 (this "Amendment") dated as of May 28, 2004 to the Credit Agreement referenced below is by and among Advanced Medical Optics, Inc., a Delaware corporation (the...Credit Agreement • August 3rd, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
betweenRegistration Rights Agreement • June 23rd, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
Published CUSIP Number: 00764BAA9 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 25, 2004Credit Agreement • August 3rd, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 99.1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 7, 2005Credit Agreement • January 13th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT dated as of April 2, 2007 among ADVANCED MEDICAL OPTICS, INC., as the Borrower, CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, UBS SECURITIES LLC, as Syndication Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent, BANK...Credit Agreement • April 3rd, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 2, 2007, among ADVANCED MEDICAL OPTICS, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined herein) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agent (in such capacity, the “Documentation Agent”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
To U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 22, 2004Indenture • June 23rd, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
RECITALSEmployment Agreement • May 6th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • California
andRights Agreement • June 25th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • New York
amongRegistration Rights Agreement • June 26th, 2003 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • New York
7 1/2% SENIOR SUBORDINATED NOTES DUE 2017Indenture • April 3rd, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of April 2, 2007 among Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and Wilmington Trust Company, a Delaware banking corporation, as Trustee.
ARTICLE I. DEFINITIONSTax Sharing Agreement • May 13th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • California
RECITALSEmployment Agreement • March 1st, 2002 • Advanced Medical Optics Inc • California
EXHIBIT 10.9(b) Each of the parties identified in the table below is party to an employment agreement with Advanced Medical Optics, Inc. in the form attached as Exhibit 10.9(a). Each party's employment agreement is identical except for such party's...Employment Agreement • May 6th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies
Each of the parties identified in the table below is party to an employment agreement with Advanced Medical Optics, Inc. in the form attached as Exhibit 10.9(a). Each party's employment agreement is identical except for such party's Base Salary, position, agreement date and Prior Agreements, each of which is set forth in the table below.
FORM OFTransitional Services Agreement • March 1st, 2002 • Advanced Medical Optics Inc • California
FORM OFEmployee Matters Agreement • March 1st, 2002 • Advanced Medical Optics Inc • California
REGISTRATION RIGHTS AGREEMENT BETWEEN ADVANCED MEDICAL OPTICS, INC., AS ISSUER, AND MORGAN STANLEY & CO. INCORPORATED, AND UBS SECURITIES LLC, AS INITIAL PURCHASERS, DATED AS OF JULY 18, 2005Registration Rights Agreement • July 19th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT dated as of July 18, 2005 (this “Agreement”), between Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), and the several initial purchasers named in SCHEDULE I hereto (the “Initial Purchasers”). In order to induce the Initial Purchasers to enter into the Purchase Agreement dated July 13, 2005 (the “Purchase Agreement”), among the Company and the Initial Purchasers, the Company has agreed to provide the registration rights set forth in this Agreement.
RECITALSManufacturing and Supply Agreement • June 25th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • California
REGISTRATION RIGHTS AGREEMENT Dated as of April 2, 2007 By and Among ADVANCED MEDICAL OPTICS, INC. as Issuer, and AMO HOLDINGS, INC. AMO USA, INC. IRONMAN MERGER CORPORATION QUEST VISION TECHNOLOGY, INC. VISX, INCORPORATED WAVEFRONT SCIENCES, INC., as...Registration Rights Agreement • April 3rd, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 2, 2007, by and among Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), each of the Guarantors that are listed on Schedule I hereto (collectively, with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as defined herein), the “Guarantors” and, together with the Company, the “Issuers”), and UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC (the “Initial Purchasers”).
EXHIBIT 2 CONTRIBUTION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ALLERGAN, INC.Contribution and Distribution Agreement • March 1st, 2002 • Advanced Medical Optics Inc • California
EXHIBIT 10.10(a) MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • May 6th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • California
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 10th, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 5, 2007 (this “Agreement”), by and among Advanced Medical Optics, Inc., a Delaware corporation (“Parent”), Ironman Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and IntraLase Corp., a Delaware corporation (the “Company”).
AGREEMENTChange in Control Agreement • August 8th, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California
This Agreement (“Agreement”) dated as of __________________, 20___, is entered into by and between __________________________ (“Employee”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”).
SUBLEASESublease • June 24th, 2002 • Advanced Medical Optics Inc • Wholesale-professional & commercial equipment & supplies • California
INDUSTRIAL LEASE (Single Tenant; Net) Between THE IRVINE COMPANY And INTRALASE CORP.Industrial Lease • May 2nd, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of the 7th day of September, 2000, by and between THE IRVINE COMPANY, a Delaware corporation, hereafter called “Landlord,” and INTRALASE CORP., a Delaware corporation, hereinafter called “Tenant.”
Tender and Support AgreementTender and Support Agreement • January 13th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
Concurrently with the execution and delivery of this letter agreement, Abbott Laboratories, an Illinois corporation (“Parent”), Rainforest Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”) are entering into an Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, the Offer (as defined in the Merger Agreement) by the Purchaser for all of the outstanding common stock, par value $0.01 per share, of the Company (“Company Common Stock”) at a price per share of $22.00, net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of the Purchaser with and into the Company, with the Company as the surviving corporation (the “Merger”), pursuant to which each share of Company Common Stock then outstanding (other than as specifically pro
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance Agreement • January 27th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California
This Severance and General Release Agreement (“Agreement”) is entered into by and between Advanced Medical Optics, Inc. (the “Company”) and Jane E. Rady (the “Employee”), collectively referred to as the “Parties”. This Agreement is effective on the date that the Employee signs and dates the Agreement (“Agreement Date”).
OFFICE LEASEOffice Lease • May 2nd, 2007 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California
This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between 9701 JERONIMO HOLDINGS, LLC, a California limited liability company (“Landlord”) and INTRALASE CORP., a Delaware corporation (“Tenant”).
Amendment No. 1 to Employment AgreementEmployment Agreement • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
The Employment Agreement (the “Agreement”) dated January 18, 2002, that was entered into by and between James V. Mazzo (“Executive”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), is hereby amended effective as of the latest date signed below. This Amendment shall be appended to and become a part of the Agreement.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 6th, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 1 (this “Amendment No. 1”), dated as of December 3, 2004, is made by and among Advanced Medical Optics, Inc., a Delaware corporation (“Parent”), Vault Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and VISX, Incorporated, a Delaware corporation (the “Company”), to amend the Agreement and Plan of Merger, dated as of November 9, 2004, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 22nd, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 2 (this “Amendment No. 2”), dated as of March 17, 2005, is made by and among Advanced Medical Optics, Inc., a Delaware corporation (“Parent”), Vault Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and VISX, Incorporated, a Delaware corporation (the “Company”), to amend the Agreement and Plan of Merger, dated as of November 9, 2004 and amended on December 3, 2004, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 17th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 17, 2009 by and among Abbott Laboratories, an Illinois corporation (“Parent”), Rainforest Acquisition Inc. a Delaware corporation (“Purchaser”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT BETWEEN ADVANCED MEDICAL OPTICS, INC., AS ISSUER, AND GOLDMAN, SACHS & CO. BANC OF AMERICA SECURITIES LLC UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. AND PNC CAPITAL MARKETS LLC AS INITIAL PURCHASERS, DATED AS OF...Registration Rights Agreement • June 13th, 2006 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT dated as of June 13, 2006 (this “Agreement”), between Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), and the several initial purchasers named in SCHEDULE I hereto (the “Initial Purchasers”). In order to induce the Initial Purchasers to enter into the Purchase Agreement dated June 7, 2006 (the “Purchase Agreement”), among the Company and the Initial Purchasers, the Company has agreed to provide the registration rights set forth in this Agreement.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 13th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT, dated as of January 11, 2009, (this “Amendment”), amends the Rights Agreement (the “Agreement”), dated as of June 24, 2002, by and between Advanced Medical Optics, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement.
EXHIBIT 10.2 AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT No. 4 (this "Amendment") dated as of June 15, 2004 to the Credit Agreement referenced below is by and among Advanced Medical Optics, Inc., a Delaware corporation (the...Credit Agreement • August 3rd, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
BY AND AMONGMerger Agreement • November 10th, 2004 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
