INDENTURE ASSUMPTION AGREEMENT
INDENTURE ASSUMPTION AGREEMENT (this "Agreement"), dated as of November
26, 1996, between IVAC Holdings, Inc., a Delaware corporation (the "Company"),
and United States Trust Company of New York, a New York banking corporation and
trust company, as trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, IMED Corporation, a Delaware corporation ("IMED"), has heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of the date hereof, providing for the issuance of $200,000,000 aggregate
principal amount of 9 3/4% Senior Subordinated Notes due 2006 (the "Notes") of
IMED;
WHEREAS, IMED has been merged with and into the Company;
WHEREAS, pursuant to Section 4.20 of the Indenture, the Company is
required to execute and deliver this Agreement concurrently with such merger;
WHEREAS, pursuant to Section 9.01 of the Indenture the Trustee is
authorized to execute and deliver this Agreement; and
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Notes as follows:
1. ASSUMPTION. The Company hereby assumes all of the obligations of IMED
under the Indenture and the Notes and, hereafter, shall be deemed the "Company"
for all purposes under the Indenture and the Notes.
2. NEW YORK LAW TO GOVERN. The internal law of the State of New York,
without regard to the choice of law rules thereof, shall govern and be used to
construe this Agreement.
3. COUNTERPARTS. The parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together
represent the same agreement.
4. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the date first above written.
Dated: November 26, 1996 IVAC HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Dated: November 26, 0000 XXXXXX XXXXXX TRUST COMPANY OF NEW YORK
as Trustee
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
