Form of Supplemental Indenture



 






Exhibit 4.2




FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 28, 2005 to
the Indenture dated February 23, 2005 (the “Indenture”) between IVAX Corporation, a corporation
duly organized under the laws of the State of Florida (the “Company”), and U.S. Bank National
Association, a national banking association organized and existing under the laws of the United
States, as trustee (the “Trustee”).



RECITALS




     WHEREAS, pursuant to Section 11.1 of the Indenture the Company and the Trustee may amend or
supplement the Indenture in certain respects without the consent of the Holders; and



     WHEREAS, all of the conditions precedent to the execution and delivery of this Supplemental
Indenture have been complied with.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, both parties agree as
follows for the benefit of the other and for the equal and ratable benefit of the registered
Holders.



Article 1




DEFINITIONS




     For all purposes of this Supplemental Indenture, except as otherwise expressly provided herein
or unless the context otherwise requires: (i) the terms and expressions used herein shall have the
same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



Article 2




CONVERSION




     Upon the effectiveness of this Supplemental Indenture in accordance with Section 3.06 below,
Section 4.1 of the Indenture shall thereupon be deleted in its entirety and replaced with the
following:



 









 





     “Section 4.1 CONVERSION PRIVILEGE.




Subject to and upon compliance with the provisions of Article 4 of the Indenture,
a Holder of a Security shall have the right, at such Holder’s option, to convert
all or any portion (if the portion to be converted is $1,000 or an integral
multiple of $1,000) of such Security into Cash and, if applicable, shares of
Common Stock.”



Article 3




MISCELLANEOUS




     Section 3.01 EFFECTS OF SUPPLEMENTAL INDENTURE. Upon execution and delivery of this
Supplemental Indenture by the Company and the Trustee, and the effectiveness of this Supplemental
Indenture as provided in Section 3.06 below, the Indenture shall be amended and modified in
accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Securityholder shall be bound hereby.



     Section 3.02 INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as expressly amended and
modified hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions
and provisions of the Indenture shall remain in full force and effect.



     Section 3.03 INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental
Indenture is an indenture supplemental to and an implementation of the Indenture, and the Indenture
and this Supplemental Indenture shall henceforth be read and construed together.



     Section 3.04 SEPARABILITY. In case any provision of this Supplemental Indenture 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 3.05 GOVERNING LAW. This Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to principles of conflicts of
laws.



     Section 3.06 EFFECTIVENESS. This Supplemental Indenture shall first become effective as of
12:01 A.M., New York City time, on December 1, 2005, and until such time the Indenture shall remain
in effect in accordance with its terms as they existed prior to this Supplemental Indenture.



[SIGNATURE PAGE FOLLOWS]




 









 








     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date and year
first above written.



	 	 	 	 	 
	 	IVAX CORPORATION

 	 
	 	By:  	/s/ Thomas E. Beier
 	 
	 	 	Thomas E. Beier, 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Richard Prokosch, 	 
	 	 	Vice President