Exhibit 4.2


 


SUPPLEMENTAL INDENTURE


 


 


Dated as of February 27,
2006


 


to


 


INDENTURE


 


Dated as of February 9,
2001


 


between


 


ABBOTT LABORATORIES,


 


and


 


J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION


(as successor in interest
to Bank One Trust Company, N.A.),


as Trustee


 


 






 


Providing for an
Amendment to the Indenture


 






 

















 


SUPPLEMENTAL
INDENTURE, dated as of February 27, 2006, between ABBOTT LABORATORIES,
corporation duly organized and existing under the laws of the State of Illinois
(herein called, the “Company”), having its principal office at 100 Abbott Park
Road, Abbott Park, Illinois 60064-6400, and J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION (as successor in interest to Bank One Trust Company, N.A.), a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (the “Trustee”).


 


WHEREAS, the
Company and the Trustee have heretofore executed and delivered the Indenture,
dated as of February 9, 2001 (the “Indenture”), in relation to the issuance from
time to time of its unsecured debentures, notes or other evidence of
indebtedness (the “Securities”) to be issued in one or more series as in the
Indenture provided;


 


WHEREAS, Bank One
Corporation, a Delaware corporation, was merged with and into J.P. Morgan Chase
& Co. (“J.P. Morgan”), with J.P. Morgan surviving the merger (the “Merger”);


 


WHEREAS, as a
result of the Merger, J.P. Morgan Trust Company, National Association became
the successor in interest to Bank One Trust Company, N.A. (the “Trustee Change”);


 


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


 


WHEREAS, the
Company and the Guarantors desire to supplement the Indenture to reflect the
Trustee Change;


 


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


 


SECTION 1


 


DEFINITIONS


 


Capitalized terms
used herein and not otherwise defined herein have the meanings assigned to them
in the Indenture.  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 thereof.


 


SECTION 2


 


OPERATION OF AMENDMENTS


 


Upon the execution
and delivery of this Supplemental Indenture by the Company and the Trustee, the
Indenture shall be amended and supplemented in accordance herewith, and this


 


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Supplemental Indenture shall be a part of the terms and conditions of
the Indenture for any and all purposes, and the terms and conditions of both
shall be read together as though they constitute one and the same instrument,
except that in the case of conflict, this Supplemental Indenture will
control.  Every Holder of Securities
heretofore or hereafter authenticated and delivered under the Indenture shall
be bound hereby, as amended and supplemented.


 


SECTION 3


 


AMENDMENTS TO THE
INDENTURE


 


Section 3.1             Amendment to the Title of the Indenture.


 


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


 


ABBOTT LABORATORIES


 


TO


 


J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION


(as successor in interest
to Bank One Trust Company, N.A.)


 


Trustee






 


INDENTURE


 


Dated as of February 9,
2001






 


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


 


INDENTURE, dated as February 9, 2001 between Abbott
Laboratories, a corporation duly organized and existing under the laws of the
State of Illinois (herein called the “Company”), having its principal office at
100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and J.P. Morgan Trust
Company, National Association (as successor in interest to Bank One Trust
Company, N.A.), a national banking association duly organized and existing
under the laws of the United States of America, as Trustee (herein called the “Trustee”).


 


Section 3.2             Amendment
to Forms of Notes.  The first
paragraph of Section 2.3 of the Indenture is amended to read in its entirety as
follows:


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more


 


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series under an Indenture, dated as of                          
(herein called the “Indenture”), between the Company and J.P. Morgan Trust
Company, National Association, as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof[, limited in
aggregate principal amount to $                       ].


 


Section 3.3             Amendment
to Forms of Certificates of Authentication.


 


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


 


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


 


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


 


	
   

  	
  J.P. MORGAN TRUST COMPANY,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
						



 


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


 


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


 


	
   

  	
  J.P. MORGAN TRUST COMPANY,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
					



 


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SECTION 4


 


MISCELLANEOUS


 


Section 4.1             Full
Force and Effect.  Except as they have
been modified by this Supplemental Indenture, each and every provision of the
Indenture shall continue in full force and effect, and all references to the
Indenture shall be deemed to mean the Indenture as amended pursuant hereto.


 


Section 4.2             Responsibility for Recitals, Etc.  The recitals herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness thereof.  The Trustee makes
no representations as to the validity or sufficiency of this Supplemental
Indenture.


 


Section 4.3             Trustee Reliance.  The Trustee enters into this Supplemental
Indenture in reliance on an opinion of counsel, as contemplated by Section 9.3
of the Indenture, and makes no independent determination that this Supplemental
Indenture is authorized or permitted by the Indenture.


 


Section 4.4             Provisions Binding on the
Company’s Successors.  All the
covenants, stipulations, promises and agreements contained in this Supplemental
Indenture made by the Company shall bind its successors and assigns whether so
expressed or not.


 


Section 4.5             New York Contract.  This Supplemental Indenture shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State without
regard to principles of conflict of interest.


 


Section 4.6             Execution and Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original but such
counterparts together constitute but one and the same instrument.


 


[Signature
page follows.]


 


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


 


 


	
   

  	
  ABBOTT LABORATORIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Linder

  	
   

  
	
   

  	
   

  	
  Name: Greg Linder

  
	
   

  	
   

  	
  Title: Vice President & Controller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JP MORGAN TRUST COMPANY,

  
	
   

  	
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benita A.
  Vaughn

  	
   

  
	
   

  	
   

  	
  Name: Benita A. Vaughn

  
	
   

  	
   

  	
  Title: Vice President

  



 


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