Exhibit 4.2


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of April 30, 2009


 


between


 


HOSPIRA, INC.,


 


and


 


UNION BANK, N.A.,

as Successor Trustee


 


and


 


BANK OF AMERICA, N.A. AS SUCCESSOR BY MERGER TO LASALLE BANK


NATIONAL ASSOCIATION,


as Resigning Trustee


 






 


Providing for an Amendment to the Indenture


 






 

















 


SECOND SUPPLEMENTAL INDENTURE, dated as of April 30,
2009, between HOSPIRA, INC., a corporation duly organized and existing under
the laws of the State of Delaware (the “Company”), having its principal office
at 275 North Field Drive, Lake Forest, Illinois 60045, and UNION BANK, N.A., a
national banking association duly organized and existing under the laws of the
United States of America, having its corporate trust office at 551 Madison
Avenue, 11th Floor, New York, New York 10022, as successor Trustee (the “Successor
Trustee”), and BANK OF AMERICA, N.A. AS SUCCESSOR BY MERGER TO LASALLE BANK
NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America, having its corporate
trust office at 135 S. LaSalle Street, Suite 1560, Chicago, Illinois
60603, as resigning Trustee (the “Resigning Trustee”).


 


WHEREAS, the Company and the Resigning
Trustee are parties to that certain Indenture dated as of June 14, 2004
(the “Indenture”), by and among the Issuer, as issuer, and Bank of America,
N.A. as successor by merger to LaSalle Bank National Association, as trustee,
as amended and supplemented from time to time, pursuant to which the Issuer
issued certain notes (the “Notes”) as listed on the attached Schedule A.


 


WHEREAS, the Resigning Trustee wishes to
resign as Trustee, Security Registrar and Paying Agent under the Indenture; the
Issuer wishes to appoint the Successor Trustee to succeed the Resigning Trustee
as Trustee, Security Registrar and Paying Agent under the Indenture; and the
Successor Trustee wishes to accept appointment as Trustee, Security Registrar
and Paying Agent under the Indenture.


 


WHEREAS, Section 9.1(8) of the
Indenture provides that the Company and the Trustee together may amend or
supplement the Indenture without the consent of any Holders to add to or change
any of the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts thereunder by more than one
Trustee, pursuant to the requirements of Section 6.11(1);


 


WHEREAS, the Company desires to supplement
the Indenture to reflect the appointment of the Successor Trustee as the
Trustee; and


 


WHEREAS, all things necessary to make the Indenture,
as hereby modified, a valid agreement of the Company, in accordance with its
terms, have been done.


 


NOW, THEREFORE, in consideration of the
foregoing and for other valuable 
consideration, the receipt of which is hereby acknowledged, each party hereby
agrees, for the equal and ratable benefit of each of the Holders, as follows:


 


ARTICLE ONE


THE
RESIGNING TRUSTEE


 


Section 1.1.  The Resigning Trustee has previously notified
the Issuer that it is resigning, and hereby resigns, as Trustee, Security Registrar
and Paying Agent under the Indenture.


 

















 


Section 1.2.  The Resigning Trustee hereby represents and
warrants to the Successor Trustee that:


 


(a)                                  No covenant or condition
contained in the Indenture has been waived by the Resigning Trustee, or to the
best of the knowledge of the responsible officers of the Resigning Trustee
assigned to its corporate trust department, by the Holders of the percentage in
aggregate principal amount of the Notes required by the Indenture to effect any
such waiver.


 


(b)                                 Except as disclosed in
writing prior to the date hereof, there is no action, suit or proceeding
pending or, to the best of the knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department, threatened
against the Resigning Trustee before any court or governmental authority
arising out of any action or omission by the Resigning Trustee as Trustee under
the Indenture.


 


(c)                                  This Instrument has been
duly authorized, executed and delivered on behalf of the Resigning Trustee.


 


(d)                                 As of the date hereof, the
Resigning Trustee holds no property or money under the Indenture.


 


(e)                                  The current principal
amount of indebtedness evidenced by the Notes as of the Effective Date is $2,125,000,000 as listed on the attached
Schedule A, all of which have been duly
authenticated and delivered.  All
interest, if any, due and payable on the Securities has been duly paid, or
provided for by the Issuer, pursuant to the Indenture.


 


(f)                                    To the best knowledge of
the responsible officers of the Resigning Trustee assigned to its corporate
trust department, the Resigning Trustee has lawfully discharged its duties as
Trustee under the Indenture.


 


(g)                                 To the best knowledge
of responsible officers of the Resigning Trustee’s corporate trust department,
no event has occurred and is continuing which is, or after notice or lapse of
time would become, an Event of Default under Section 5.1 of the Indenture.


 


Section 1.3.  Subject to the terms and limitations in this
Instrument, the Resigning Trustee hereby assigns, transfers, delivers and
confirms to the Successor Trustee all right, title and interest of the
Resigning Trustee in its capacity as Trustee, Security Registrar and Paying
Agent under the Indenture in and to the trust under the Indenture, including all
the rights, powers and duties of the Resigning Trustee (except for fees and
expenses collected prior to the date hereof) under the Indenture.  The Resigning Trustee shall execute and
deliver such further instruments and shall do such other things as the
Successor Trustee may reasonably require so as to more fully and certainly vest
and confirm in the Successor Trustee all the rights, powers, trusts and duties
hereby assigned, transferred, delivered and confirmed to the Successor Trustee.


 


2

















 


Section 1.4.  As of or promptly after the effective date of
this Instrument, the Resigning Trustee shall deliver to the Successor Trustee
the items listed on Exhibit A annexed hereto.


 


Section 1.5.  Promptly after the execution and delivery of
this Instrument, the Issuer shall, pursuant to Section 6.10(6) of the
Indenture, cause a notice, substantially in the form of Exhibit B
annexed hereto, to be sent to each Holder of the Notes in accordance with the
Indenture.


 


ARTICLE TWO


THE ISSUER


 


Section 2.1.  The Issuer hereby certifies that the Issuer
is, and the officer of the Issuer who has executed this Instrument is, duly
authorized to: (a) accept the Resigning Trustee’s resignation as Trustee,
Security Registrar and Paying Agent under the Indenture, and (b) appoint
the Successor Trustee as Trustee, Security Registrar and Paying Agent under the
Indenture.


 


Section 2.2.  The Issuer hereby accepts the resignation of
the Resigning Trustee as Trustee, Security Registrar and Paying Agent under the
Indenture.  Pursuant to the applicable
provisions of the Indenture, the Issuer hereby appoints the Successor Trustee
as Trustee, Security Registrar and Paying Agent under the Indenture and confirms
to the Successor Trustee all the rights, powers, trusts and duties of the
Resigning Trustee under the Indenture. 
The Issuer shall execute and deliver such further instruments and shall
do such other things as the Successor Trustee may reasonably require so as to
more fully and certainly vest in and confirm to the Successor Trustee all the
rights, powers, trusts and duties hereby assigned, transferred, delivered and
confirmed to the Successor Trustee.


 


Section 2.3.  The Issuer hereby represents and warrants to
the Successor Trustee that:


 


(a)                                  It is a corporation duly
incorporated and existing pursuant to the laws of the State of Delaware.


 


(b)                                 The Indenture was validly
and lawfully executed and delivered by the Issuer and is in full force and
effect.  The current outstanding
principal amount of the indebtedness evidenced by the Notes is $2,125,000,000 as listed on the attached Schedule A.


 


(c)                                  The Indenture and the Notes
are binding obligations of the Issuer.


 


(d)                                 This Instrument has been
duly authorized, executed and delivered on behalf of the Issuer.


 


(e)                                  No event has occurred and is continuing which
is, or after notice or lapse of time would become, an Event of Default under Section 5.1
of the Indenture.


 


3

















 


(f)                                    No covenant or condition contained in the
Indenture has been waived by the Issuer or, to the best of the Issuer’s
knowledge, by Holders of the percentage in aggregate principal amount of the
Notes required to effect any such waiver.


 


ARTICLE
THREE


THE
SUCCESSOR TRUSTEE


 


Section 3.1  The Successor Trustee hereby represents and
warrants to the Resigning Trustee and the Issuer that:


 


(a)                                  The Successor Trustee is
eligible and qualified under the Indenture and under the Trust Indenture Act of
1939, as amended, to act as Trustee under the Indenture.


 


(b)                                 This Instrument has been
duly authorized, executed and delivered on behalf of the Successor Trustee.


 


Section 3.2.  Pursuant to Section 6.11(1) of the
Indenture, the Successor Trustee hereby accepts its appointment as Trustee,
Security Registrar and Paying Agent under the Indenture and shall hereby be
vested with all the rights, powers, trusts and duties of the Resigning Trustee
under the Indenture.


 


Section 3.3.  Notwithstanding this Instrument and the
resignation of the Resigning Trustee, the Resigning Trustee shall retain all
rights and entitlements relating to its service as Trustee, Security Registrar
and Paying Agent under the Indenture arising or accruing on or before the
effective date of this Instrument, including without limitation, all entitlements
to the payment of its fees and reimbursement of its expenses, regardless of
when such amounts become payable or are paid. 
In the event and to the extent the Successor Trustee shall exercise any
lien upon the distributions to holders of the Notes or otherwise becomes
entitled to receive payment of funds subject to Section 6.7 and 6.13 of
the Indenture, or payment otherwise of any fees and expenses as Trustee under
the Indenture for any reason at a time when the Resigning Trustee has not been
fully paid, it shall do so for both its own fees and expenses and the
outstanding fees and expenses of the Resigning Trustee, incurred in connection
with its duties under the Indenture prior to the effective date of this
Instrument, and any subsequent transitional services requested by the Successor
Trustee from the Resigning Trustee after the effective date of this
Instrument.  The Successor Trustee shall
promptly pay over a pro rata portion of any and all such proceeds to the
Resigning Trustee when and as received. 
To the extent the Resigning Trustee receives funds from the Issuer,
other than for payment of the Resigning Trustee’s fees and expenses, it agrees
to hold those funds as agent for the Successor Trustee and promptly pay over
such funds to the Successor Trustee.


 


ARTICLE FOUR


AMENDMENTS TO THE
INDENTURE


 


Section 4.1.                                   The
title page and page 1 of the Indenture shall be amended as follows:


 


4

















 


(a)                                  The
title set forth on the cover page of the Indenture is amended in its
entirety as follows:


 


HOSPIRA, INC.


 


TO


 


UNION BANK, NA.


 


Trustee


 






 


INDENTURE


 


Dated as of June 14,
2004


 






 


(b)                                 The
first paragraph on page 1 of the Indenture is amended to read in its
entirety as follows:


 


INDENTURE, dated as June 14, 2004, between
Hospira, Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company”), having its principal
office at, 275 North Field Drive, Lake Forest, Illinois 60045, and Union Bank,
N.A., a national banking association duly organized and existing under the laws
of the United States of America, as Trustee (herein called the “Trustee”).


 


Section 4.2                                      The
first paragraph of Section 2.3 of the Indenture is amended to read in its
entirety as follows:


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of June 14, 2004 (herein called the “Indenture”),
between the Company and Union Bank, N.A., as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to
$                          .


 


Section 4.3                                      The
forms of Certificates of Authentication shall be amended as follows:


 


5
















 


(a)                                  With
respect to any Securities executed and authenticated after the date of this
Supplemental Indenture, Section 2.5 of the Indenture is amended to read in
its entirety as follows:


 


The Trustee’s
certificates of authentication shall be in substantially the following form:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
  UNION BANK, N.A.,

  
	
   

  	
        as
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(b)                                 With
respect to any Securities executed and authenticated after the date of this
Supplemental Indenture, the form of alternate certificate of authentication
referred to in the final paragraph of Section 6.14 of the Indenture is
amended to read as follows:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
  UNION BANK, N.A.

  
	
   

  	
        AS
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AS AUTHENTICATION AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNATORY

  



 


 


Section 4.4                                      The
Trustee eligibility requirements shall be amended as follows:


 


(a) 
Section 6.9 of the Indenture is amended in its entirety to read as
follows:


 


There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000 and its Corporate Trust Office in Chicago, Illinois or
New York, New York. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person shall be deemed to be its combined 


 


6

















 


capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


ARTICLE FIVE


MISCELLANEOUS


 


Section 5.1.  Except as otherwise expressly provided or
unless the context otherwise requires, all capitalized terms used herein which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


Section 5.2.  This Instrument and the resignation,
appointment and acceptance effected hereby shall be effective as of the close
of business on the date first above written, upon the execution and delivery
hereof by each of the parties hereto; provided, however, that the
resignation of the Resigning Trustee as Security Registrar and Paying Agent and
appointment of the Successor Trustee as Security Registrar and Paying Agent
shall be effective as of the close of business 10 days after the date first
written above, and until such date the Resigning Trustee shall continue to
perform its duties under the Indenture.


 


Section 5.3.  Notwithstanding the resignation of the
Resigning Trustee effected hereby, the Issuer shall remain obligated under
Sections 6.7 and 6.13 of the Indenture to compensate, reimburse and indemnify
the Resigning Trustee in connection with its service under the Indenture as
Trustee, Paying Agent, and Security Registrar prior to the effective date of
this Instrument to the same extent as if no resignation shall have occurred.  The Issuer also acknowledges and reaffirms
its obligations to the Successor Trustee as set forth in Section 6.7 of
the Indenture, which obligations to the Successor Trustee shall survive the
execution hereof.  Successor Trustee does not assume
responsibility for or any liability in connection with any negligence or other
willful misconduct or any other act or omission on the part of Resigning
Trustee or its agents in connection with such persons’ performance of their
respective trusts, duties and obligations under the Indenture.  Successor Trustee does not assume
responsibility for or any liability in connection with any negligence or other
willful misconduct or any other act or omission on the part of Resigning
Trustee or its agents in connection with such persons’ performance of their
respective trusts, duties and obligations under the Indenture.  The Resigning Trustee agrees to indemnify and
save harmless the Successor Trustee from and against any and all costs, claims,
liabilities, losses or damages whatsoever (including the reasonable fees and
disbursements of its counsel) asserted or arising at any time after the date
hereof arising out of any action (or failure to act) of the Resigning Trustee
prior to the effective date of this Instrument in connection with its serving
as Trustee, Paying Agent or Security Registrar under the Indenture or
allegations based upon any such action (or failure to act), which the Successor
Trustee may suffer or incur as a result of its accepting appointment and acting
as Trustee, Paying Agent or Security Registrar under the Indenture, including
the costs and expenses of the Successor Trustee incurred in defending itself
against any such claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The Resigning Trustee may take control of the
defense and investigation of any claim or third-party claim and to employ and
engage attorneys of its own choice to handle and defend the same, at the
Resigning Trustee’s expense; provided; however, that as part of the defense of
any claim, the Resigning 


 


7

















 


Trustee
may not settle any such claim without the Successor Trustee’s prior written
consent, which consent will not be unreasonably withheld; and the Successor
Trustee retains the right to participate in the defense of any such claim at
its expense and through counsel of its choosing.  Nothing in this Section 5.3 is intended
to or shall affect any limitations on the Prior Trustee’s liability under other
provisions of the Indenture.


 


Section 5.4.  This Instrument shall be governed by and
construed in accordance with the laws of the state of New York, without giving
effect to the conflict of law provisions thereof to the extent the law of
another jurisdiction would apply.


 


Section 5.5.  Nothing in this Instrument shall impose any
duty upon the Resigning Trustee to disclose any communications, information or
materials subject to the attorney client privilege, work product doctrine or
any confidentiality agreement to the Successor Trustee or any other person or
entity.


 


Section 5.6.  This Instrument may be executed in any number
of counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


 


 


[Signature page follows.]


 


8

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Second Supplemental Indenture to be duly executed as of the date
first written above.


 


 


	
   

  	
  HOSPIRA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lori O. Carlson

  
	
   

  	
   

  	
  Name:
  Lori O. Carlson

  
	
   

  	
   

  	
  Title:
  Corporate Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNION
  BANK, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hugo Gindraux

  
	
   

  	
   

  	
  Name:
  Hugo Gindraux

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A. AS SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION,
  as Resigning Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret M. Muir

  
	
   

  	
   

  	
  Name: Margaret M. Muir

  
	
   

  	
   

  	
  Title: Vice President

  



 


9

















 


EXHIBIT A


 


Documents to be delivered to the Successor Trustee:


 


1.                             Executed copy of the Indenture and any supplemental
indentures.


 


2.                             File of closing documents from each issuance.


 


3.                             Available trust account statements for a one year
period preceding the date of this Instrument.


 


4.                             Copies of any official notices sent by the Trustee to
all the Holders of the Notes pursuant to the terms of the Indenture during the
past three years.


 


5.                             Such other nonconfidential,
unprivileged documents currently in the possession of the Resigning Trustee, as
the Successor Trustee may request in order to transfer the appointment to it.


 


6.                             The Global Notes in the
possession of the Trustee.


 


7.                             Custodian Agreement with
The Depository Trust Company, if any.


 

















 


EXHIBIT B


[Hospira Letterhead]


NOTICE


 


To the Holders of Hospira, Inc.’s       %
Notes due
            :


 


NOTICE IS HEREBY GIVEN, pursuant to Section 6.10(6) of
the indenture, dated as of June 14, 2004 (the “Indenture”), by and between
Hospira, Inc. (the “Issuer”), and Bank of America, N.A. as successor by
merger to LaSalle Bank National Association (“LaSalle”), as Trustee, that
LaSalle has resigned as Trustee under the Indenture.


 


Pursuant to Section 6.10 of the Indenture, the Issuer
has appointed Union Bank, N.A. (“Union Bank”), a national banking association,
as successor Trustee under the Indenture, which appointment has been accepted
and has become effective.  The address of
the Corporate Trust Office of Union Bank is 551 Madison Avenue, 11th Floor, New York, New York 10022  Attn: Corporate Trust Department.


 


Dated: April 30, 2009


 


Hospira, Inc.


 

















 


SCHEDULE
A


 


	
  CUSIP

  	
   

  	
  Original

  Principal Balance

  	
   

  	
  Principal

  Balance as

  Of April 30,

  2009

  	
   

  	
  Rate

  	
   

  	
  Issue Date

  	
   

  	
  Last Interest Payment

  	
   

  	
  Maturity Date

  	
   

  
	
  441060-AG-5

  	
   

  	
  375,000,000

  	
   

  	
  375,000,000

  	
   

  	
  LIBOR  + 48 bps

  	
   

  	
  March 23, 2007

  	
   

  	
  March 30, 2009

  	
   

  	
  March 30, 2010

  	
   

  
	
  441060-AH-3

  	
   

  	
  500,000,000

  	
   

  	
  500,000,000

  	
   

  	
  5.55

  	
  %

  	
  March 23, 2007

  	
   

  	
  March 30, 2009

  	
   

  	
  March 30, 2012

  	
   

  
	
  441060-AJ-9

  	
   

  	
  550,000,000

  	
   

  	
  550,000,000

  	
   

  	
  6.05

  	
  %

  	
  March 23, 2007

  	
   

  	
  March 30, 2009

  	
   

  	
  March 30, 2017

  	
   

  
	
  441060-AB-6

  	
   

  	
  300,000,000

  	
   

  	
  300,000,000

  	
   

  	
  4.95

  	
  %

  	
  June 14, 2004

  	
   

  	
  December 15, 2008

  	
   

  	
  June 15, 2009

  	
   

  
	
  441060-AD-2

  	
   

  	
  400,000,000

  	
   

  	
  400,000,000

  	
   

  	
  5.90

  	
  %

  	
  June 14, 2004

  	
   

  	
  December 15, 2008

  	
   

  	
  June 15, 2014