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Exhibit 4.2    
  




ALARIS
MEDICAL, INC. 


Issuer 


And



[                    ]



Trustee





INDENTURE 


Dated
as of                        ,            


Subordinated
Debt Securities 








  



 
 

CROSS-REFERENCE TABLE*    
  



	TRUST INDENTURE

ACT SECTION
 
	 	INDENTURE

SECTION

	310(a)(1)	 	7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (a)(5)	 	7.10
	      (b)	 	7.03; 7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.06
	      (b)	 	11.03
	      (c)	 	11.03
	313(a)	 	7.06
	      (b)(1)	 	N.A
	      (b)(2)	 	7.06; 7.07
	      (c)	 	7.06; 11.02
	      (d)	 	7.06
	314(a)	 	4.02; 4.03; 11.02
	      (b)	 	N.A.
	      (c)(1)	 	11.04
	      (c)(2)	 	11.04
	      (c)(3)	 	N.A.
	      (d)	 	N.A.
	      (e)	 	11.05
	      (f)	 	N.A.
	315(a)	 	7.01
	      (b)	 	7.05; 11.02
	      (c)	 	7.01
	      (d)	 	7.01
	      (e)	 	6.11
	316(a)(last sentence)	 	2.10
	      (a)(1)(A)	 	6.05
	      (a)(1)(B)	 	6.04
	      (a)(2)	 	N.A.
	      (b)	 	6.07
	      (c)	 	2.13
	317(a)(1)	 	6.08
	      (a)(2)	 	6.09
	      (b)	 	2.05
	318(a)	 	11.01
	      (b)	 	N.A.
	      (c)	 	11.01





N.A.
means not applicable.

*This Cross-Reference Table is not part of the Indenture. 


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TABLE OF CONTENTS    
  



	 
	 	 
	 	Page No.

	ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	SECTION 1.01.	 	Definitions.	 	1
	 	SECTION 1.02.	 	Other Definitions.	 	4
	 	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act.	 	4
	 	SECTION 1.04.	 	Rules of Construction.	 	5
	

ARTICLE 2    THE SECURITIES	
 	

5
	 	SECTION 2.01.	 	Issuable in Series	 	5
	 	SECTION 2.02.	 	Establishment of Terms of Series of Securities	 	5
	 	SECTION 2.03.	 	Execution and Authentication	 	8
	 	SECTION 2.04.	 	Registrar and Paying Agent	 	8
	 	SECTION 2.05.	 	Paying Agent to Hold Money in Trust	 	9
	 	SECTION 2.06.	 	Holders Lists	 	9
	 	SECTION 2.07.	 	Transfer and Exchange	 	9
	 	SECTION 2.08.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	10
	 	SECTION 2.09.	 	Outstanding Securities	 	10
	 	SECTION 2.10.	 	Treasury Securities	 	10
	 	SECTION 2.11.	 	Temporary Securities	 	11
	 	SECTION 2.12.	 	Cancellation	 	11
	 	SECTION 2.13.	 	Defaulted Interest	 	11
	 	SECTION 2.14.	 	Global Securities	 	11
	 	SECTION 2.15.	 	CUSIP Numbers	 	13
	

ARTICLE 3    REDEMPTION AND PREPAYMENT	
 	

13
	 	SECTION 3.01.	 	Notices to Trustee	 	13
	 	SECTION 3.02.	 	Selection of Securities to be Redeemed	 	14
	 	SECTION 3.03.	 	Notice of Redemption	 	14
	 	SECTION 3.04.	 	Effect of Notice of Redemption	 	15
	 	SECTION 3.05.	 	Deposit of Redemption Price	 	15
	 	SECTION 3.06.	 	Securities Redeemed in Part	 	15
	

ARTICLE 4    COVENANTS	
 	

15
	 	SECTION 4.01.	 	Payment of Securities	 	15
	 	SECTION 4.02.	 	Reports	 	16
	 	SECTION 4.03.	 	Compliance Certificate	 	16
	 	SECTION 4.04.	 	Corporate Existence	 	16
	 	SECTION 4.05.	 	Calculation of Original Issue Discount	 	16
	

ARTICLE 5    SUCCESSORS	
 	

17
	 	SECTION 5.01.	 	Merger, Consolidation or Sale of Assets	 	17
	

ARTICLE 6    DEFAULTS AND REMEDIES	
 	

17
	 	SECTION 6.01.	 	Events of Default	 	17
	 	SECTION 6.02.	 	Acceleration	 	18
	 	SECTION 6.03.	 	Other Remedies	 	19
	 	SECTION 6.04.	 	Waiver of Past Defaults	 	19
	 	SECTION 6.05.	 	Control By Majority	 	19
	 	SECTION 6.06.	 	Limitation on Suits	 	19
	 	SECTION 6.07.	 	Rights of Holders to Receive Payment	 	20
	 	SECTION 6.08.	 	Collection Suit by Trustee	 	20
	 	SECTION 6.09.	 	Trustee May File Proofs of Claim	 	20
	 	SECTION 6.10.	 	Priorities	 	20
	 	SECTION 6.11.	 	Undertaking For Costs	 	20



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ARTICLE 7    TRUSTEE	
 	

21
	 	SECTION 7.01.	 	Duties of Trustee.	 	21
	 	SECTION 7.02.	 	Rights of Trustee.	 	21
	 	SECTION 7.03.	 	Individual Rights of Trustee	 	22
	 	SECTION 7.04.	 	Trustee's Disclaimer	 	22
	 	SECTION 7.05.	 	Notice of Defaults	 	22
	 	SECTION 7.06.	 	Reports By Trustee to Holders	 	22
	 	SECTION 7.07.	 	Compensation and Indemnity	 	22
	 	SECTION 7.08.	 	Replacement of Trustee	 	23
	 	SECTION 7.09.	 	Successor Trustee by Merger, Etc	 	24
	 	SECTION 7.10.	 	Eligibility; Disqualification	 	24
	 	SECTION 7.11.	 	Preferential Collection of Claims Against the Company	 	24
	

ARTICLE 8    DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE	
 	

24
	 	SECTION 8.01.	 	Discharge; Option to Effect Legal Defeasance or Covenant Defeasance	 	24
	 	SECTION 8.02.	 	Legal Defeasance and Discharge	 	25
	 	SECTION 8.03.	 	Covenant Defeasance	 	25
	 	SECTION 8.04.	 	Conditions to Legal or Covenant Defeasance	 	26
	 	SECTION 8.05.	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	27
	 	SECTION 8.06.	 	Repayment to the Company	 	27
	 	SECTION 8.07.	 	Reinstatement	 	27
	

ARTICLE 9    AMENDMENT, SUPPLEMENT AND WAIVER	
 	

28
	 	SECTION 9.01.	 	Without Consent of Holders	 	28
	 	SECTION 9.02.	 	With Consent of Holders of Securities	 	29
	 	SECTION 9.03.	 	Compliance with Trust Indenture Act	 	30
	 	SECTION 9.04.	 	Revocation and Effect of Consents and Waivers	 	30
	 	SECTION 9.05.	 	Notation on or Exchange of Securities	 	31
	 	SECTION 9.06.	 	Trustee to Sign Amendments, Etc.	 	31
	

ARTICLE 10    SUBORDINATION	
 	

31
	 	SECTION 10.01.	 	Securities Subordinated to Senior Indebtedness	 	31
	 	SECTION 10.02.	 	Effectuation of Subordination by Trustee	 	33
	 	SECTION 10.03.	 	Knowledge of Trustee	 	33
	 	SECTION 10.04.	 	Trustee's Relation to Senior Indebtedness	 	34
	 	SECTION 10.05.	 	Rights of Holders of Senior Indebtedness Not Impaired	 	34
	

ARTICLE 11    MISCELLANEOUS	
 	

34
	 	SECTION 11.01.	 	Trust Indenture Act Controls	 	34
	 	SECTION 11.02.	 	Notices	 	34
	 	SECTION 11.03.	 	Communication by Holders of Securities with Other Holders of Securities	 	35
	 	SECTION 11.04.	 	Certificate and Opinion as to Conditions Precedent	 	35
	 	SECTION 11.05.	 	Statements Required in Certificate or Opinion	 	35
	 	SECTION 11.06.	 	Rules by Trustee, Paying Agent and Registrar	 	35
	 	SECTION 11.07.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	35
	 	SECTION 11.08.	 	Governing Law	 	36
	 	SECTION 11.09.	 	No Adverse Interpretation of Other Agreements	 	36
	 	SECTION 11.10.	 	Successors	 	36
	 	SECTION 11.11.	 	Severability	 	36
	 	SECTION 11.12.	 	Counterpart Originals	 	36
	 	SECTION 11.13.	 	Table of Contents, Headings, Etc	 	36




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        INDENTURE dated as of [            ], [    ] between ALARIS Medical, Inc., a Delaware corporation (the
"Company"), and [                        ], as trustee (the "Trustee"). 


        The
Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture (the
"Securities"): 


 
 

ARTICLE 1    
    
    DEFINITIONS AND INCORPORATION BY REFERENCE    
  


        SECTION
1.01.    Definitions.    


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"),
as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. 


        "Agent" means any Registrar, Paying Agent or co-registrar. 


        "Bankruptcy Law" means Title 11 of the United States Code, as amended, or any similar federal, state or foreign law for the relief of
debtors. 


        "Board of Directors" means, with respect to any Person, the board of directors or comparable governing body of such Person. 


        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted
by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 


        "Business Day" means any day other than a Legal Holiday. 



        "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. 


        "Clearstream" means Clearstream Banking, Société Anonyme, Luxembourg. 


        "Commission" or "SEC" means the Securities and Exchange Commission. 



        "Company" means ALARIS Medical, Inc., a Delaware corporation, and any and all successors thereto. 


        "Company Order" means a written order signed in the name of the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer. 


        "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 10.02 or such other address as
to which the Trustee may give notice to the Company. 


        "Custodian" means the Trustee, as custodian with respect to the Securities in global form, or any successor entity thereto. 


        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 


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        "Definitive Security" means a certificated Security registered in the name of the Holder thereof and issued in accordance with
Section 2.07. 


        "Depositary" means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in
Section 2.14 as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture. 


        "Dollar" means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for
the payment of public and private debt. 


        "Euroclear" means the Euroclear System. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Foreign Currency" means any currency or currency unit issued by a government other than the government of The United States of America. 



        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, the Commission or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the United States, which are in effect from time to time; provided, however,
that all reports and other financial information provided by the Company to the Holders of the Securities, the Trustee and/or the Commission shall be prepared in accordance with GAAP, as in effect on
the date of such report or other financial information. 


        "Global Security" when used with respect to any Series of Securities issued hereunder, means a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or
Board Resolution and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all the outstanding Securities of
such Series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal and interest are due, and
interest rate or method of determining interest and which shall bear the legend as prescribed by Section 2.14(c). 


        "Global Security Legend" means the legend set forth in Section 2.14.(c), which is required to be placed on all Global Securities
issued under this Indenture. 


        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is pledged. 


        "Holder" means a Person in whose name a Security is registered on the Registrar's books. 


        "Indebtedness" has the meaning specified in the applicable Board Resolution, supplemental indenture or Officers' Certificate relating to a
particular Series of Securities. 


        "Indenture" means this Indenture, as amended or supplemented from time to time. 



        "Interest Payment Date" when used with respect to any Series of Securities, means the date specified in such Securities for the payment of
any installment of interest on those Securities. 


        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place 


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on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 


        "Maturity" when used with respect to any Security or installment of principal thereof, means the date on which the principal of such
Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option
to elect repayment or otherwise. 


        "Offering" means the offering of the Securities by the Company. 


        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 


        "Officers' Certificate" means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer or the principal accounting officer of the Company, delivered to the Trustee that meets the requirements of Section 11.05. 


        "Opinion of Counsel" means a written opinion from legal counsel that meets the requirements of Section 11.05. The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 


        "Original Issue Discount Security" means any Security that provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. 



        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and, with respect to the Depositary Trust Company, shall include Euroclear and Clearstream). 


        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 



        "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 


        "Securities" has the meaning assigned to it in the preamble to this Indenture. 


        "Securities Act" means the Securities Act of 1933, as amended. 


        "Senior Indebtedness" means all of the Indebtedness of, or indebtedness guaranteed by, the Company for borrowed money (including the
principal of, premium, if any, and interest on any such borrowed money and any commitment fees for unborrowed amounts which, if borrowed, would constitute Senior Indebtedness), whether currently
outstanding or hereafter incurred, unless, under the instrument evidencing the same or under which the same is outstanding, it is expressly provided that such indebtedness is subordinate to other
indebtedness and obligations of the Company. 


        "Series" or "Series of Securities" means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.01 and 2.02. 


        "Significant Subsidiary" has the meaning specified in the applicable Board Resolution, supplemental indenture or Officers' Certificate
relating to a particular Series of Securities. 


3





 



        "Stated Maturity" when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount
equal to the principal amount of such Security is due and payable. 


        "Subsidiary" of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person. 


        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA. 



        "Trustee" means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder. 


        "Wholly Owned Subsidiary" of a Person means a subsidiary of such person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person. 


        SECTION
1.02.    Other Definitions.    



	Term
 
	 	Defined in

Section

	"Covenant Defeasance"	 	8.03
	"Event of Default"	 	6.01
	"Legal Defeasance"	 	8.02
	"Paying Agent"	 	2.04
	"Registrar"	 	2.04
	"Service Agent"	 	2.04






        SECTION
1.03.    Incorporation by Reference of Trust Indenture Act.    


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 


        The
following TIA terms used in this Indenture have the following meanings: 


        "Indenture Securities" means the Securities; 


        "Indenture Security Holder" means a Holder of a Security; 


        "Indenture to be Qualified" means this Indenture; 


        "Indenture Trustee" or "Institutional Trustee" means the Trustee; and 


        "Obligor" on the Securities means the Company and any successor obligor upon the Securities. 



        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to
them. 


4





 

        SECTION
1.04.    Rules of Construction.    



        Unless
the context otherwise requires: 


        (a)  a
term has the meaning assigned to it; 


        (b)  an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 


        (c)  "or"
is not exclusive; 


        (d)  words
in the singular include the plural, and in the plural include the singular; 


        (e)  provisions
apply to successive events and transactions; and 


        (f)    references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission
from time to time. 


 
 

ARTICLE 2    
    
    THE SECURITIES    
  


        SECTION
2.01.    Issuable in Series.    The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a
supplemental indenture or an Officers' Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be
issued from time to time, the Board Resolution, Officers' Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity date, record date
or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters. 


        SECTION
2.02.    Establishment of Terms of Series of Securities.    At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.02(b) through 2.02(y)) by a Board Resolution, a supplemental indenture or an Officers' Certificate pursuant to authority granted under a Board Resolution: 


        (a)  the
title of the Securities of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 


        (b)  any
limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series); 


        (c)  the
date or dates on which the principal and premium, if any, of the Securities of the Series are payable; 


        (d)  the
rate or rates (which may be fixed or variable) at which the Securities of the Series shall bear interest, if any, or the method of determining such rate or rates,
the date or dates from which such interest, if any, shall accrue, the Interest Payment Dates on which such interest, if any, shall be payable or the method by which the Interest Payment Dates will be
determined, the record dates for the determination of Holders thereof to whom interest is payable (in the case of Securities in registered
form), and the basis upon which such interest will be calculated if other than that of a 360-day year of twelve 30-day months; 


5





 

        (e)  the
currency or currencies, including composite currencies, in which Securities of the Series shall be denominated, if other than Dollars, the place or places, if any,
in addition to or instead of the Corporate Trust Office of the Trustee (in the case of Securities in registered form) or the principal New York office of the Trustee (in the case of Securities in
bearer form), where the principal, premium, if any, and interest with respect to Securities of such Series shall be payable or the method of such payment, if by wire transfer, mail or other means; 


        (f)    the
price or prices at which, the period or periods within which, and the terms and conditions upon which, Securities of the Series may be redeemed, in whole or in part,
at the option of the Company or otherwise; 


        (g)  whether
Securities of the Series are to be issued in registered form or bearer form or both and, if Securities are to be issued in bearer form, whether coupons will be
attached to them, whether Securities of the Series in bearer form may be exchanged for Securities of the Series in registered form, and the circumstances under which and the places at which any such
exchanges, if permitted, may be made; 


        (h)  if
any Securities of the Series are to be issued in bearer form or as one or more Global Securities representing individual Securities of the Series in bearer form,
whether certain provisions for the payment of additional interest or tax redemptions shall apply; whether interest with respect to any portion of a temporary Security of the Series in bearer form
payable with respect to any Interest Payment Date prior to the exchange of such temporary Security in bearer form for definitive Securities of the Series in bearer form shall be paid to any clearing
organization with respect to the portion of such temporary Security in bearer form held for its account and, in such event, the terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization will be credited to the Person entitled to interest payable on such Interest Payment Date; and the terms upon which a temporary
Security in bearer form may be exchanged for one or more definitive Securities of the Series in bearer form; 


        (i)    the
obligation, if any, of the Company to redeem, purchase or repay the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the price or prices at which, the period or periods within which, and the terms and conditions upon which, Securities of the Series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligations; 


        (j)    the
terms, if any, upon which the Securities of the Series may be convertible into or exchanged for any of the Company's common stock, preferred stock, other securities
or warrants to purchase the Company's common stock, preferred stock or other securities and the terms and conditions upon which such conversion or exchange shall be effected, including the initial
conversion or exchange price or rate, the conversion or exchange period and any other additional provisions; 



        (k)  if
other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the Securities of the Series shall be
issuable; 


        (l)    if
the amount of principal, premium, if any, or interest with respect to the Securities of the Series may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts will be determined; 


        (m)  if
the principal amount payable at the Stated Maturity of Securities of the Series will not be determinable as of any one or more dates prior to such Stated Maturity,
the amount that will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the
Stated Maturity and which will be deemed to be outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined), and, if necessary, the
manner of determining the equivalent thereof in Dollars; 


6





 



        (n)  the
applicability of, if any, and any changes or additions to Article 8; 



        (o)  if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 6.02; 


        (p)  the
terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the Series of any properties, assets, moneys, proceeds, securities
or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to provisions of this Indenture as then in effect; 



        (q)  any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of
such Series of Securities to declare
the principal, premium, if any, and interest on such Series of Securities due and payable pursuant to Section 6.02; 


        (r)  if
the Securities of the Series shall be issued in whole or in part in the form of a Global Security, the terms and conditions, if any, upon which such Global Security
may be exchanged in whole or in part for other individual Definitive Securities of such Series, the Depositary for such Global Security and the form of any legend or legends to be borne by any such
Global Security in addition to or in lieu of the Global Securities Legend; 


        (s)  any
Trustee, authenticating agent, Paying Agent, transfer agent, Service Agent or Registrar; 


        (t)    the
applicability of, and any addition to or change in, the covenants (and the related definitions) set forth in Articles 4 or 5 which applies to the Securities of the
Series; 


        (u)  any
additional or different subordination terms, if any, applicable to the Securities of the Series; 



        (v)  with
regard to Securities of the Series that do not bear interest, the dates for certain required reports to the Trustee; 


        (w)  any
United Stated Federal income tax consequences applicable to the Securities; 


        (x)  the
terms applicable to Original Issue Discount Securities, including the rate or rates at which original issue discount will accrue; and 


        (y)  any
other terms of Securities of the Series (which terms shall not be inconsistent with the terms of this Indenture). 



        All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to
the Board Resolution, supplemental indenture or Officers' Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers' Certificate. 


7





 

        SECTION
2.03.    Execution and Authentication.    One or more Officers shall sign the Securities for the Company by
manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A
Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated
under this Indenture. 


        The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture or
Officers' Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board
Resolution, supplemental indenture or Officers' Certificate. 


        The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture or Officers' Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. 



        Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture or Officers' Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or
Securities within that Series; (b) an Officers' Certificate complying with Section 11.05; and (c) an Opinion of Counsel complying with Section 11.05. 


        The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents
shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 


        The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate. 


        SECTION
2.04.    Registrar and Paying Agent.    The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment
("Paying Agent"), where Securities of such Series may be presented for registration of transfer or for exchange
("Registrar") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served
("Service Agent"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any change in the name and address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to
maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 


8





 

        The
Company may also from time to time designate one or more co-registrars, additional paying agents or additional services agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a
Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar, the term "Paying Agent" includes any additional paying agent; and the term "Service Agent" includes any additional service agent. 


        The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may
be, is appointed prior to the time the Securities of that Series are first issued. 


        SECTION
2.05.    Paying Agent to Hold Money in Trust.    The Company shall require each Paying Agent, other than the
Trustee, to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of
principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders of any Series of Securities all money held by it as Paying Agent. 



        SECTION
2.06.    Holders Lists.    The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of the Holders of each Series of Securities. 



        SECTION
2.07.    Transfer and Exchange.    When Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, or
9.05). 


        Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of
business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing or
(b) to register the transfer or exchange of any Security of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part. 


9









  





        SECTION 2.08.    Mutilated, Destroyed, Lost and Stolen Securities.    If any mutilated Security is surrendered to
the
Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost
or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 



        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


        Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expense of the Trustee) connected therewith. 


        Every
new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the Series duly issued hereunder. 


        The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities. 


        SECTION
2.09.    Outstanding Securities.    The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with
the provisions hereof, and those described in this Section 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Security. 


        If
a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser. 


        If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the Maturity of Securities of a Series money sufficient to pay such Securities of the
Series payable on that date, then on and after that date such Securities of the Series shall be deemed to be no longer outstanding and shall cease to accrue interest. 


        In
determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 



        SECTION
2.10.    Treasury Securities.    In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization, notice, direction, waiver or consent, Securities of a Series owned by the Company or an Affiliate shall be disregarded,
except that for the purposes of determining whether the Trustee shall be protected in 


10





 




relying on any such request, demand, authorization, notice, direction, waiver or consent, only Securities of a Series that the Trustee knows are so owned shall be disregarded. 


        SECTION
2.11.    Temporary Securities.    Until Definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities of the same Series and date of maturity
in exchange for temporary Securities. Until so exchanged, temporary Securities shall be entitled to the same rights under this Indenture as the Definitive Securities. 


        SECTION
2.12.    Cancellation.    The Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled Securities (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Securities shall be delivered to the Company. The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for
cancellation. 


        SECTION
2.13.    Defaulted Interest.    If the Company defaults in a payment of interest on a Series of Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent lawful, any interest payable on the defaulted interest, to the Persons who are Holders of the Series on a subsequent special
record date. The Company shall fix each such special record date and payment date. At least 15 days before the special record date, the Company (or upon the written request of the Company, the
Trustee, in the name and at the expense of the Company) shall mail or cause to be mailed to Holders of the Series a notice that states the special record date, the related payment date and the
amount of such interest to be paid. The Company may pay defaulted interest in any other lawful manner. 


        SECTION
2.14.    Global Securities.    


        (a)    Terms of Securities.    A Board Resolution, a supplemental indenture hereto or an Officers' Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 


        (b)    Transfer and Exchange.    Notwithstanding any provisions to the contrary contained in Section 2.07 and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 for Securities registered in the names of Holders other than the Depositary for such Security or its
nominee only if: 



        (i)    such
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, and in either case, the Company fails to appoint a successor Depositary within 90 days of such event; 


        (ii)  the
Company executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable; or 


        (iii)  an
Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal
amount of the Global Security with like tenor and terms. 



11





 





        Except
as provided in this Section 2.14(b), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such
Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary. 


        (c)    Legend.    Any Global Security issued hereunder shall bear a legend in substantially the following form: 




"THIS
GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF ALARIS MEDICAL, INC." 





        (d)    Acts of Holders.    



        (i)    Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 


        (ii)  The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of
a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution
thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer's
authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient. 


        (iii)  The
ownership of bearer securities may be proved by the production of such bearer securities or by a certificate executed by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depositary, or exhibited to it, the bearer securities therein described; or such facts may be proved by the certificate or affidavit of the Person
holding such bearer securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any bearer security
continues until (A) another such certificate or affidavit bearing a later date issued in respect of the same bearer security is produced, (B) such bearer security is produced to the
Trustee by some other Person, (C) such bearer security is surrendered in exchange for a 



12





 





registered security or (D) such bearer security is no longer outstanding. The ownership of bearer securities may also be proved in any other manner which the Trustee deems sufficient. 


        (iv)  The
ownership of registered securities shall be proved by the register maintained by the Registrar. 



        (v)  Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made upon such Security. 


        (vi)  If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or
pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but
the Company shall have no obligation to do so if such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such
record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the record date. 




        (e)    Payments.    Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated
by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 



        (f)    Consents, Declaration and Directions.    Except as provided in Section 2.14(e), the Company, the Trustee
and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the
Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 


        SECTION
2.15.    CUSIP Numbers.    The Company in issuing the Securities may use "CUSIP" numbers (if then generally in
use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on
the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in CUSIP Numbers. 


 
 

ARTICLE 3    
    
    REDEMPTION AND PREPAYMENT    
  



        SECTION
3.01.    Notices to Trustee.    The Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as
provided for in such Series of Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series 


13





 


of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Securities of the Series to be redeemed and the redemption
price. The Company shall give such notice to the Trustee at least 30 but no more than 60 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 


        SECTION
3.02.    Selection of Securities to be Redeemed.    Unless otherwise indicated for a particular Series by a
Board Resolution, supplemental indenture or an Officers' Certificate, if less than all of the Securities are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select
the Securities to be redeemed or purchased as follows: (a) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed; or (b) if the Securities are not listed on a national securities exchange, on a pro
rata basis, by lot or in accordance with any other method as the Trustee considers fair and appropriate. No Securities of $1,000 principal amount or less will be redeemed in
part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee
shall make the selection at least 25 but not more than 60 days before the redemption date from outstanding Securities of a Series previously called for redemption. 



        If
any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A
new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original
Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or accrete on Securities or portions of them called
for redemption. 


        SECTION
3.03.    Notice of Redemption.    Unless otherwise provided for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at its registered address. 


        The
notice shall identify the Securities to be redeemed and shall state: 


        (a)  the
redemption date; 


        (b)  the
redemption price; 


        (c)  if
any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such
Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; 


        (d)  the
name and address of the Paying Agent; 


        (e)  that
Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 


        (f)    that,
unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest on the Securities called for redemption ceases to accrue on and after the redemption date; 


        (g)  the
paragraph of the Securities and/or provision of this Indenture or any supplemental indenture or Board Resolution pursuant to which the Securities called for
redemption are being redeemed; 


        (h)  the
CUSIP number, if any, printed on the Securities being redeemed; and 


14





 



        (i)    that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 


        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the
Trustee, at least 45 days prior to the redemption date (or such shorter period as shall be acceptable to the Trustee), an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the preceding paragraph. 


        SECTION
3.04.    Effect of Notice of Redemption.    Once notice of redemption is mailed in accordance with
Section 3.03, Securities called for redemption become irrevocably due and payable on the redemption date at the redemption price, plus accrued and unpaid interest to such date. A notice of
redemption may not be conditional. Failure to give notice or any defect in the notice to the Holder of any Security shall not affect the validity of the notice to any other Holder. 



        SECTION
3.05.    Deposit of Redemption Price.    On or before 12:00 p.m. (New York City time) on the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent (or if the Company or any Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
redemption price, of and accrued interest on, all Securities to be redeemed on that date, other than Securities or portions of Securities called for redemption that have been delivered to the Trustee
for cancellation. The Trustee or the Paying Agent shall as promptly as practicable return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all Securities to be redeemed. If such money is then held by the Company or a Subsidiary in trust and is not required for
such purpose, it shall be discharged from such trust. 


        If
the Company complies with the provisions of the preceding paragraph, on and after the redemption, interest shall cease to accrue on the Securities called for redemption. If a Security
is redeemed on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was
registered at the close of business on such record date. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities. 


        SECTION
3.06.    Securities Redeemed in Part.    Upon surrender of a Security that is redeemed in part, the Company
shall execute and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of
the Security surrendered. 


 
 

ARTICLE 4    
    
    COVENANTS    
  


        SECTION
4.01.    Payment of Securities.    The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually make all payments in respect of each Series of Securities on the dates and in the manner provided in such Series of Securities and this Indenture.
Such payments shall be considered made on the date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, holds, in accordance with this Indenture, funds sufficient to
make all payments with respect to such Securities then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture. 


15





 

        SECTION
4.02.    Reports.    Unless otherwise indicated in a Board Resolution, a supplemental indenture or an
Officers' Certificate, whether or not required by the rules and regulations of the Commission so long as any Securities are outstanding, the Company shall furnish to the Trustee and the Holders of the
Securities the following: 


        (a)  all
quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if
the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants; 



        (b)  all
current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports; and 


        (c)  any
other information, reports and documents that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act. 


in
each case, within the time periods specified in the Commission's rules and regulations; provided that such information and reports need not be
furnished to the Holders if they are generally available on the Internet free of charge. 



        In
addition, whether or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports with the Commission for
public availability within the time periods specified in the Commission's rules and regulations (unless the Commission shall not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. 


        SECTION
4.03.    Compliance Certificate.    The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company shall also comply with TIA Section 314(a)(4). 


        SECTION
4.04.    Corporate Existence.    Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect: 



        (a)  its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as
the same may be amended from time to time) of the Company or any such Subsidiary; and 


        (b)  the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that
the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Securities. 


        SECTION
4.05.    Calculation of Original Issue Discount.    The Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of
such year
and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 


16






  



 
 

ARTICLE 5    
    
    SUCCESSORS    
  


        SECTION
5.01.    Merger, Consolidation or Sale of Assets.    Unless otherwise provided for in a particular Series by a
Board Resolution, a supplemental indenture or an Officers' Certificate, the Company shall not consolidate with or merge into (whether or not the Company is the surviving entity), or sell, assign,
transfer, lease, convey or otherwise dispose of (collectively, "Transfer") all or substantially all of its properties or assets to, another Person
unless: 


        (a)  the
resulting, surviving or transferee Person (the "Successor Company") shall be a corporation organized or existing
under the laws of the United States, any state thereof or the District of Columbia; 


        (b)  the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such Transfer has been made assumes all the
obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture or amendment, in a form reasonably satisfactory to the Trustee; 


        (c)  immediately
after such transaction, no Default exists; 


        (d)  immediately
after giving effect to such transaction, the Successor Company shall have a Consolidated Net Worth (as defined in the Board Resolution, supplemental
indenture or Officers' Certificate for a particular Series) in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and 


        (e)  the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or Transfer complies
with this Indenture. 


        The
Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture (as modified by a Board Resolution,
supplemental indenture or Officers' Certificate), and the predecessor Company, except in the case of a lease of all or substantially all of its assets, shall be released from the obligation to pay the
principal of and interest on the Securities. The foregoing will not prohibit a consolidation or merger between the Company and a Wholly Owned Subsidiary, the transfer of all or substantially all of
the properties or assets of the Company to a Wholly Owned Subsidiary or the transfer of all or substantially all of the properties or assets of a Wholly Owned Subsidiary to the Company;  provided, that
if the Company is not the surviving entity of such transaction or the Person to which such transfer is made, the surviving entity or the
Person to which such transfer is made shall comply with clause (b) of this paragraph. 


 
 

ARTICLE 6    
    
    DEFAULTS AND REMEDIES    
  


        SECTION
6.01.    Events of Default.    Unless otherwise indicated for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, each of the following constitutes an "Event of Default" with respect to each Series of
Securities: 


        (a)  default
for 30 days in the payment of interest when due with respect to the Securities; 


        (b)  default
in payment of principal or premium, if any, when due on the Securities; 


        (c)  failure
by the Company for 30 days after receipt of notice (as specified below) to comply with the provisions described under Section 2.04, 4.02, 4.03 or
5.01; 


        (d)  failure
by the Company for 60 days after notice (as specified below) to comply with its other agreements in this Indenture or the Securities; 


17





 



        (e)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 



        (i)    commences
a voluntary case; 


        (ii)  consents
to the entry of an order for relief against it in an involuntary case in which it is the debtor; 


        (iii)    consents
to the appointment of a custodian of it or for all or substantially all of its property; or 


        (iv)  makes
a general assignment for the benefit of its creditors; 




        (f)    a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (i)    is
for relief against the Company or any Significant Subsidiary in an involuntary case in which it is the debtor; 


        (ii)  appoints
a custodian of the Company or for all or substantially all of the property of the Company or any Significant Subsidiary; or 


        (iii)    orders
the liquidation of the Company or any Significant Subsidiary; 




and
the order or decree contemplated in clause (i), (ii) or (iii) remains unstayed and in effect for 60 consecutive days; 



        A
Default under paragraph (c) or (d) of this Section 6.01 is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand
that it be remedied and state that such notice is a "Notice of Default". 


        To
the extent that the last day of the period referred to in paragraph (a), (c), (d), (e) or (f) of this Section 6.01 is not a Business Day, then the first
Business Day following such day shall be deemed to be
the last day of the period referred to in such clauses. Any "day" will be deemed to end as of 11:59 p.m., New York City time. 



        SECTION
6.02.    Acceleration.    If an Event of Default with respect to any Series of Securities at the time
outstanding (other than an Event of Default with respect to the Company specified in paragraph (e) and (f) of Section 6.01) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Securities of that Series may declare the unpaid principal of, (or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security) premium, if any, and accrued and unpaid interest on all the Securities of that Series to be due and payable by notice in writing to the Company
(and the Trustee, if given by the Holders) specifying the respective Event of Default and that it is a "notice of acceleration". Upon such a declaration, such amounts shall be due and payable
immediately. If an Event of Default with respect to the Company specified in paragraph (e) or (f) of Section 6.01 occurs, the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of each Series of
Security shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The
Holders of a majority in principal amount of the then outstanding Securities of any Series of Securities by written notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived with respect to such Series of Securities (except nonpayment of the principal
amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such 


18





 




Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series that has become due solely because of the acceleration). 



        SECTION
6.03.    Other Remedies.    If an Event of Default with respect to any Series of Securities occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series or to enforce the performance of any provision of the Securities of that
Series or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Securities of a Series or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default with respect to any Series of Securities shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 


        SECTION
6.04.    Waiver of Past Defaults.    Holders of at least a majority in principal amount of the Securities of
any Series (including consents obtained in connection with a tender offer or exchange for Securities) by notice to the Trustee may on behalf of the Holders of all of Securities of that Series waive an
existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon. 


        SECTION
6.05.    Control By Majority.    Holders of a majority in principal amount of the then outstanding Securities
of any Series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it with respect to
that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines may be prejudicial to the
rights of any other Holder of Securities of that Series or that may involve the Trustee in personal liability. 


        SECTION
6.06.    Limitation on Suits.    Except to enforce the right to receive payment of the principal amount of
(or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on a Security of Series when due,
no Holder of a Security of that Series may pursue any remedy with respect to this Indenture or the Securities of that Series unless: 


        (a)  the
Holder previously gave to the Trustee written notice of a continuing Event of Default; 


        (b)  the
Holders of at least 25% in principal amount of the then outstanding Securities of that Series make a written request to the Trustee to pursue the remedy; 


        (c)  such
Holder or Holders of that Series offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 



        (d)  the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 


        (e)  during
such 60-day period the Holders of a majority in principal amount of the outstanding Securities of that Series do not give the Trustee a direction
inconsistent with the request. 


19





 



        A
Holder of Securities of any Series may not use this Indenture to prejudice the rights of another Holder of that Series or to obtain a preference or priority over another Holder of that
Series. 


        SECTION
6.07.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any,
and accrued and unpaid interest on the Securities held by such Holder, on or after their Maturity, or to bring suit for the enforcement of any such payment on or after their Maturity, shall not be
impaired or affected without the consent of such Holder. 


        SECTION
6.08.    Collection Suit by Trustee.    If an Event of Default specified in Section 6.01(a) or
(b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and, to
the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel. 


        SECTION
6.09.    Trustee May File Proofs of Claim.    The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. 


        SECTION
6.10.    Priorities.    If the Trustee collects any money pursuant to this Article 6 with respect to
any Series of Securities, it shall pay out the money in the following order: 



        FIRST:
to the Trustee, its agents and attorneys for amounts due under Section 7.07; 



        SECOND:
to the payment of all Senior Indebtedness if and to the extent required by Article 10 of this Indenture or other subordination provisions applicable with respect to a
Series of Securities; 


        THIRD:
to Holders for amounts due and unpaid on the Securities of that Series for the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Securities of that Series for the principal amount of (or, in the case of Original Issue Discount Securities
of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest, respectively; and 


        FOURTH:
to the Company. 




        The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 


        SECTION
6.11.    Undertaking For Costs.    In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders
of more than 10% in principal amount of the then outstanding Securities of any Series. 


20





 
 
 

ARTICLE 7    
    
    TRUSTEE    
  


        SECTION
7.01.    Duties of Trustee.    


        (a)  If
an Event of Default of which the Trustee has knowledge has occurred and is continuing with respect to any Series of Securities, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or
her own affairs. 


        (b)  Except
during the continuance of an Event of Default with respect to any Series of Securities: 



        (i)    the
duties of the Trustee shall be determined solely by the express provisions of this Indenture, with respect to the Securities of that Series, as modified or
supplemented by a Board Resolution, a supplemental indenture or an Officers' Certificate, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 



        (ii)  in
the absence of bad faith on its part, the Trustee may with respect to Securities of that Series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts
stated therein). 




        (c)  The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 



        (i)    this
paragraph does not limit the effect of paragraph (b) of this Section 7.01; 


        (ii)  the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and 


        (iii)    the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant
to Section 6.05 and the Trustee shall be entitled from time to time to request such direction. 




        (d)  Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and
(c) of this Section 7.01. 


        (e)  No
provision of this Indenture or the Security Documents shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense. 


        (f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 


        SECTION
7.02.    Rights of Trustee.    



        (a)  The
Trustee may conclusively rely on the truth of the statements and correctness of the opinions contained in, and shall be protected from acting or refraining from
acting upon, any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, to the extent reasonably required by such inquiry or investigation. 



        (b)  Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the
Trustee's own choosing and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon. 


21







  





        (c)  The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 



        (d)  The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. 


        (e)  Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the
Company. 


        (f)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction. 


        SECTION
7.03.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11. 


        SECTION
7.04.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its
certificate of authentication. 


        SECTION
7.05.    Notice of Defaults.    If a Default or Event of Default with respect to Securities of any Series
occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of
that Series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment on any Security pursuant to
Section 6.01(a) or (b), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders. 


        SECTION
7.06.    Reports By Trustee to Holders.    Unless otherwise specified in the applicable Board Resolution,
supplemental indenture or Officers' Certificate, as promptly as practicable after each                        beginning with
the                        following the date of this Indenture, and for so long as
Securities remain outstanding, the Trustee shall mail to the Holders of the Securities a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b).
The Trustee shall also transmit by mail all reports as required by TIA Section 313(c). 


        A
copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Company has informed the
Trustee in writing the Securities are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee in writing when the Securities are listed on any stock exchange
and of any delisting thereof. 


        SECTION
7.07.    Compensation and Indemnity.    The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. To the extent lawful, the Trustee's compensation shall not be limited by any law on compensation of a trustee 


22





 




of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. 


        The
Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such
loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. 


        The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. The obligations of the Company under this
Section 7.07 shall not be subordinated to the payment of Senior Indebtedness. 


        To
secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay principal, premium, if any, and interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee. The Trustee's right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other Company Indebtedness. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


        The
Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. 



        SECTION
7.08.    Replacement of Trustee.    A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08. 


        The
Trustee may resign in writing at any time and be discharged from the trust hereby created with respect to the Securities of any Series by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Securities of any Series may remove the Trustee with respect to such Series of Securities by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if: 


        (a)  the
Trustee fails to comply with Section 7.10; 


        (b)  the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (c)  a
custodian or public officer takes charge of the Trustee or its property; or 


        (d)  the
Trustee becomes incapable of acting. 


23





 



        If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities of any Series and such Holders do not reasonably promptly appoint
a successor Trustee or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
principal amount of Securities of that Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        If
the Trustee, after written request by any Holder of a Security who has been a Holder of a Security for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the
Trustee hereunder have been paid and subject to the lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations
under Section 7.07 shall continue for the benefit of the retiring Trustee. 



        SECTION
7.09.    Successor Trustee by Merger, Etc.    If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee;  provided, such corporation
or association shall be otherwise eligible and qualified under this Article 7 and shall notify the Company of its
successor hereunder. 


        SECTION
7.10.    Eligibility; Disqualification.    There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of
condition. 


        This
Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b). 


        SECTION
7.11.    Preferential Collection of Claims Against the Company.    The Trustee is subject to TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein. 


 
 

ARTICLE 8    
    
    DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE    
  


        SECTION
8.01.    Discharge; Option to Effect Legal Defeasance or Covenant Defeasance.    



        (a)  When
(i) the Company delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced pursuant to Section 2.08) for
cancellation or (ii) all outstanding Securities have become due and payable at maturity and the Company irrevocably deposits with the Trustee funds sufficient to pay at Maturity all outstanding
Securities of such Series, including interest thereon to Maturity (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further effect except as set out in Section 8.01(c). The Trustee shall acknowledge satisfaction and discharge of 


24





 




this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. 


        (b)  The
Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have all of its
obligations discharged with respect to all outstanding Securities of any Series pursuant to Section 8.02 or 8.03 and upon compliance with the conditions set forth below in this
Article 8. 


        (c)  Notwithstanding
Section 8.01(a), the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11 and the rights, powers, trusts, duties and
immunities of the Trustee, including without limitation, under Sections 7.07, 8.05 and 8.07, and the Company's obligations in connection therewith, shall survive until the Securities of a Series have
been paid in full. The rights of outstanding Securities to receive solely from the trust funds described in Section 8.05 payments in respect of principal of,
premium, if any, and interest on such Securities when such payments are due shall also survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and
8.06 shall survive. 


        SECTION
8.02.    Legal Defeasance and Discharge.    Upon the Company's exercise under Section 8.01(b) of the
option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations
with respect to all outstanding Securities of that Series on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance").
For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of that Series, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or discharged hereunder: 


        (a)  the
rights of Holders of outstanding Securities of that Series to receive solely from the trust fund described in Section 8.04(a), payments in respect of the
principal of, premium, if any, and interest on such Securities of that Series when such payments are due; 


        (b)  the
Company's obligations with respect to such Securities of that Series under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11; 


        (c)  the
rights, powers, trusts, duties and immunities of the Trustee, including without limitation, under Sections 7.07, 8.05 and 8.07, and the Company's obligations in
connection therewith; and 


        (d)  the
provisions of this Article 8; 


        Subject
to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03. 


        SECTION
8.03.    Covenant Defeasance.    Upon the Company's exercise under Section 8.01(b) of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from its obligations under the covenants
contained in a Board Resolution, a supplemental indenture or an Officers' Certificate and Section 5.01 with respect to the outstanding Securities of that Series on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that Series shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed
"outstanding" for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance 


25





 




means that, with respect to the outstanding Securities of that Series, the Company and its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.01(a) of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04, any event specified in Section 6.01 (other than Section 6.01(e) and (f)) shall not constitute an Event of
Default. 


        SECTION
8.04.    Conditions to Legal or Covenant Defeasance.    The following shall be the conditions to the
application of either Section 8.02 or 8.03 to the outstanding Securities: 


        In
order to exercise either Legal Defeasance or Covenant Defeasance with respect to any Series of Securities: 



        (a)  the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of that Series of Securities, (i) cash in United States dollars,
(ii) non-callable Government Securities or (iii) a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent
public accountants to pay the principal of, premium, if any, and interest on the outstanding Securities of such Series on the stated maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Securities of such Series are being defeased to maturity or to a particular redemption date; 



        (b)  in
the case of an election under Section 8.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date hereof, there has been a
change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such
Series shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner
and at the same time as would have been the case if such Legal Defeasance had not occurred; 



        (c)  in
the case of an election under Section 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that the Holders of the outstanding Securities of such Series shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance
and shall be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


        (d)  no
Default or Event of Default with respect to that Series of Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) and (f) are concerned, at any time in the period ending on the 91st day after the
date of deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 


        (e)  such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than
this Indenture) to which the Company is a party or by which the Company is bound; 


        (f)    the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 


26





 



        (g)  the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and 


        (h)  the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance have been complied with. 


        SECTION
8.05.    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.    Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 in respect
of the outstanding Securities of that Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of
principal, premium, if any, and interest but such money need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Securities of that Series. 


        Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company, and be
relieved of all liability with respect to, any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the
amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 


        SECTION
8.06.    Repayment to the Company.    Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any, and interest on any Security and remaining unclaimed for one year after such principal, and premium, if any, or interest,
has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. 


        SECTION
8.07.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations of the Company under this Indenture, and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be;  provided, however, that, if the 


27





 




Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or Paying Agent. 


 
 

ARTICLE 9    
    
    AMENDMENT, SUPPLEMENT AND WAIVER    
  



        SECTION
9.01.    Without Consent of Holders.    Without the consent of any Holder, the Company and the Trustee may
amend or supplement this Indenture or the Securities: 


        (a)  to
evidence the succession of another Person to the Company pursuant to Article 5 and the assumption by such successor of the Company's covenants, agreements and
obligations in this Indenture and in the Securities; 


        (b)  to
surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or
provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and
to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this
Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a
period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies
available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities of any Series to waive such default; 



        (c)  to
cure any ambiguity or correct or supplement any provision contained in this Indenture, in any supplemental indenture or in any Securities that may be defective or
inconsistent with any other provision contained therein; 


        (d)  to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under
this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; 


        (e)  to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture hereto under the TIA as then in effect; 



        (f)    to
add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal or premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit
Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders or any coupons of any Series in any material respect or permit
or facilitate the issuance of Securities of any Series in uncertificated form; 


        (g)  to
make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to
any holder of Senior Indebtedness (as defined in the applicable Board Resolution, supplemental indenture hereto or Officers' Certificate related to such Series of Subordinated Securities) under such
provisions (but only if each such holder of Senior Indebtedness under such provisions consents to such change); 


        (h)  to
add guarantees with respect to the Securities or to secure the Securities; 


        (i)    to
make any change that does not adversely affect the rights of any Holder; 


28





 



        (j)    to
add to, change or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or
elimination not otherwise permitted under this Indenture shall (x) neither apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (y) become effective only when there is no such Security
outstanding; 


        (k)  to
evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of this Indenture by more than one Trustee; or 


        (l)    to
establish the form or terms of Securities and coupons of any Series pursuant to Article 2. 


        Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to
make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own
rights, duties or immunities under this Indenture or otherwise. 


        SECTION
9.02.    With Consent of Holders of Securities.    The Company and the Trustee may amend or supplement this
Indenture or the Securities of any Series with the consent of the Holders of at least a majority in principal amount of the Securities of such Series then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for Securities), and, subject to Sections 6.02, 6.04 and 6.07, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities (except a payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Securities of any Series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of
such Series voting as a single class (including consents obtained in connection with or a tender offer or exchange offer for the Securities). 


        Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such amended or supplemental indenture. 


        It
shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof. 


29







  





        After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended
or supplemental Indenture or waiver. However, without the consent of the Holders of all of the affected Securities, an amendment, supplement or waiver may not (with respect to any Security of any
Series held by a non-consenting Holder): 


        (a)  reduce
the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 


        (b)  reduce
the principal amount of or extend the Stated Maturity of any Security, or alter the provisions with respect to the redemption of the Securities; 


        (c)  reduce
the rate of or extend the time for payment of interest on any Securities; 


        (d)  waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the
Securities by the Holders of at least a majority in aggregate principal amount of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration); 



        (e)  make
any Security payable in money other than that stated in the Securities; 


        (f)    make
any change in Section 6.04 or 6.07; 


        (g)  waive
a redemption payment with respect to any Security; or 


        (h)  make
any change in the foregoing amendment and waiver provisions of this Article 9. 


        Notwithstanding
the foregoing, any amendment to the provisions of Article 10 of this Indenture with respect to any Series of Securities shall require the consent of the Holders of
at least 75% in aggregate amount of Securities of such Series then outstanding (including consents obtained in connection with a tender offer or exchange for such Securities, if such amendment would
adversely affect the rights of the Holders of the Securities of such Series. 


        SECTION
9.03.    Compliance with Trust Indenture Act.    Every amendment or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect. 


        SECTION
9.04.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a Holder
of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the
consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective once both (i) the requisite number of consents have been received by the Company or the Trustee and (ii) such amendment or waiver has been executed by the Company and the
Trustee. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 


30





 



        SECTION
9.05.    Notation on or Exchange of Securities.    The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange for all Securities may issue and the Trustee shall authenticate new Securities that reflect the
amendment, supplement or waiver. 


        Failure
to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver. 


        SECTION
9.06.    Trustee to Sign Amendments, Etc..    The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an
amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 10.04, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms. 


 
 

ARTICLE 10    
    
    SUBORDINATION    
  



        SECTION
10.01.    Securities Subordinated to Senior Indebtedness.    The Company covenants and agrees, and each Holder
of Securities by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities and the payment of the principal of, premium, if any and interest on each and
all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. 


        Anything
in this Indenture or in the Securities to the contrary notwithstanding, the indebtedness evidenced by the Securities shall be subordinate and junior in right of payment, to the
extent and in the manner hereinafter set forth, to all Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of Senior Indebtedness or extension or renewal of Senior Indebtedness. 


        (a)  In
the event the Company shall default in the payment of any Senior Indebtedness when the same becomes due and payable, whether at maturity or on a date fixed for
prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or
securities or by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest on the Securities, or as a sinking fund for the
Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. 


        (b)  Upon
the happening of an event of default with respect to any Senior Indebtedness, permitting the holders thereof to accelerate the maturity thereof (other than under
circumstances when the terms of Section 10.01(a) are applicable), then, unless and until such event of default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or otherwise) shall be made or agreed to be made on account of the
principal of, or premium, if any, or interest on the Securities, or as a sinking fund for the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the
Securities, during any period: 



        (i)    of
90 days after written notice of such default shall have been given to the Company by any holder of Senior Indebtedness; or 



31





 

        (ii)  in
which any judicial proceeding shall be pending in respect of such default and a notice of acceleration of the maturity of such Senior Indebtedness shall have been
transmitted to the Company in respect of such default. 




        (c)  In
the event of 



        (i)    any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or
its property; 


        (ii)  any
proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings; 


        (iii)    any
assignment by the Company for the benefit of creditors; or 


        (iv)  any
other marshalling of the assets of the Company. 


all
Senior Indebtedness (including any interest accruing after the commencement of such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or
other property, shall be made to any Holder of Securities on account of the Securities. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company
or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article 10 with respect to the
Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would
otherwise (but for the provisions of this Article 10) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Indebtedness in
accordance with the priorities then existing
among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. 




        (d)  In
the event that any Security shall be declared due and payable as the result of the occurrence of any one or more defaults in respect thereof, under circumstances when
the terms of Section 10.01(c) are not applicable, no payment shall be made in respect of any Securities unless and until all Senior Indebtedness shall have been paid in full or such declaration
and its consequences shall have been rescinded and all such defaults shall have been remedied or waived. 



        (e)  If
any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the provisions of this Article 10 with respect to
the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment), shall be
received by any Holder of Securities in contravention of any terms hereof and before all the Senior Indebtedness shall have been paid in full, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding, in accordance with the priorities then
existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, or, if applicable, to any trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making paying or distribution of assets of the Company, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of any Holder
of Securities to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. 



        (f)    Nothing
contained herein shall impair, as between the Company and the Holder of any Securities, the obligation of the Company to pay to the Holder thereof the principal
thereof and interest thereon as and when the same shall become due and payable in accordance with the terms of 


32





 




such Security, or prevent the Holder of any Securities from exercising all rights, powers and remedies otherwise permitted by applicable law or pursuant to the terms of this Indenture and the
Security, upon a default or Event of Default under this Indenture, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable
or deliverable to the Holders of the Securities. 


        (g)  Senior
Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of such Senior Indebtedness
then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments
or distributions applicable to the Senior Indebtedness until all amounts owing on the Securities shall have been paid in full, and such payments or distributions received by the holders of the
Securities by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and
its creditors other than the holders of Senior
Indebtedness, on the one hand, and the Holders of Securities, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness and not on account of Securities. 


        The
Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company within the meaning of this Section 10.01. Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee,
subject to the provisions of Section 7.01, and the Holders of Securities shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of
creditors or other liquidating agent making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the person entitled to participate
in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 10. 


        In
the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Section 10.01, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under
this Section 10.01, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such
payment. 


        SECTION
10.02.    Effectuation of Subordination by Trustee.    Each Holder of Securities, by his acceptance thereof,
authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate, as between the Holders of the Securities and the holders of Senior Indebtedness,
the subordination provided in this Article 10 and appoints the Trustee his attorney-in-fact for any and all such purposes. 


        SECTION
10.03.    Knowledge of Trustee.    Nothing contained in this Article 10 or elsewhere in this Indenture,
shall (a) prevent the Company from setting aside in trust or depositing with the Trustee or any Paying Agent, at any time, except during the pendency of any of the proceedings or upon the
happening or continuance of any of the events referred to in Section 10.01, moneys for the payment of principal of, or premium, if any, or interest on, the Securities, or (b) prevent the
application by the Trustee or Paying Agent of any moneys deposited with it hereunder by or on behalf of the Company to the payment of or on account of the principal of, or the premium, if any, or
interest on the Securities, if the Trustee or the Paying Agent, as the case may be, did not have written notice of any event prohibiting such application by the close of business on the Business Day
immediately prior to the date of such application. 


33





 



        Notwithstanding
the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or
of any default or event of default with respect to any Senior Indebtedness or any fact or facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any
other action by the Trustee, unless and until the Trustee shall have received written notice thereof from the Company, any Holder of Securities, any paying or conversion agent of the Company or the
holder or representative of any class of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or
representative or by the trustee under any indenture pursuant to which Senior Indebtedness shall be outstanding. 


        SECTION
10.04.    Trustee's Relation to Senior Indebtedness.    The Trustee shall be entitled to all rights set forth
in this Article 10 with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere
in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall subordinate to Senior Indebtedness the claims of, or payments to, the Trustee
under or pursuant to Section 7.07. 


        With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article 10 and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee and the Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person
monies or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. 


        SECTION
10.05.    Rights of Holders of Senior Indebtedness Not Impaired.    No right of any present or future holder
of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 


 
 

ARTICLE 11    
    
    MISCELLANEOUS    
  


        SECTION
11.01.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties shall control. 



        SECTION
11.02.    Notices.    Any notice or communication by the Company or the Trustee shall be in writing and
delivered in person or mailed by first class mail (registered or certified, return receipt requested) or by overnight air courier guaranteeing next day delivery, as follows: 


        If
to the Company: 




ALARIS
Medical, Inc.

10221 Wateridge Circle

San Diego, CA 92121

Telecopy: (858) 458-6156

Attention: Stuart E. Rickerson, Esq.

                  Vice President and General Counsel 





        With
a copy to: 




Piper
Rudnick LLP

1251 Avenue of the Americas

New York, New York 10020

Telecopy: (212) 835-6001

Attention: Marjorie Sybul Adams, Esq. 




34





 





        If
to the Trustee: 


        The
Company or the Trustee, by notice to the other may designate additional or different addresses for subsequent notices or communications. 


        Any
notice or communication to a Holder shall be mailed to its address shown on the register kept by the Registrar and shall be sufficiently given if so mailed within the time
prescribed. 


        Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 


        If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 


        SECTION
11.03.    Communication by Holders of Securities with Other Holders of Securities.    Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c). 


        SECTION
11.04.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the
Company to the Trustee to take any action under this Indenture, the Company shall furnish, at the request of the Trustee, to the Trustee: 


        (a)  an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 


        (b)  an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied. 


        SECTION
11.05.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include: 


        (a)  statement
that the Person making such certificate or opinion has read such covenant or condition; 


        (b)  a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (c)  a
statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been satisfied; and 


        (d)  a
statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. 


        SECTION
11.06.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for action by
or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 


        SECTION
11.07.    No Personal Liability of Directors, Officers, Employees and Stockholders.    No director, officer,
employee, incorporator or stockholder of the Company as such shall have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Securities. 


35





 



        SECTION
11.08.    Governing Law.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


        SECTION
11.09.    No Adverse Interpretation of Other Agreements.    This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 


        SECTION
11.10.    Successors.    All agreements of the Company in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors. 


        SECTION
11.11.    Severability.    In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        SECTION
11.12.    Counterpart Originals.    The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 


        SECTION
11.13.    Table of Contents, Headings, Etc.    The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the
terms or provisions hereof. 


[Signatures
on following page] 


36





 
 
 

SIGNATURES    
  



	Dated as of [            ], [    ]	 	ALARIS MEDICAL, INC.
	

 	
 	

By:	

 Name:

Title:
	

Dated as of [            ], [    ]	
 	

[TRUSTEE]
	

 	
 	

By:	

 Name:

Title:




37









QuickLinks



Exhibit 4.2



CROSS-REFERENCE TABLE


TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE 2 THE SECURITIES


ARTICLE 3 REDEMPTION AND PREPAYMENT

ARTICLE 4 COVENANTS


ARTICLE 5 SUCCESSORS

ARTICLE 6 DEFAULTS AND REMEDIES

ARTICLE 7 TRUSTEE



ARTICLE 8 DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER


ARTICLE 10 SUBORDINATION

ARTICLE 11 MISCELLANEOUS

SIGNATURES