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Exhibit 4.2
 
 4.750% NOTES DUE 2010
 FIRST SUPPLEMENTAL INDENTURE
 among
 BAXTER FINCO B.V.,
 as Issuer
 and
 BAXTER INTERNATIONAL INC.,
 as Guarantor
 and
 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
 as Trustee
 Dated as of October 5, 2005




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TABLE OF CONTENTS
 PageARTICLE 1DefinitionsSection 1.01.
    
    Definition of Terms.
    
    
    1ARTICLE 2The NotesSection 2.01.
    
    Designation.
    
    
    4Section 2.02.
    
    Principal Amount; Series Treatment
    
    
    4Section 2.03.
    
    Maturity.
    
    
    4Section 2.04.
    
    Interest; Additional Amounts
    
    
    5Section 2.05.
    
    Form of Notes and Guarantee
    
    
    5Section 2.06.
    
    Restrictive Legends
    
    
    6Section 2.07.
    
    Transfer Restrictions
    
    
    7Section 2.08.
    
    Transfers and Exchanges
    
    
    8Section 2.09.
    
    Additional Interest
    
    
    8ARTICLE 3Redemption Of The NotesSection 3.01.
    
    Optional Redemption by Company
    
    
    8ARTICLE 4Execution Of The NotesSection 4.01.
    
    Execution; Certificates
    
    
    9ARTICLE 5MiscellaneousSection 5.01.
    
    No Resales by Affiliates
    
    
9Section 5.02.
    
    Ratification of Indenture
    
    
9Section 5.03.
    
    Trustee Not Responsible for Recitals
    
    
9Section 5.04.
    
    Governing Law
    
    
9Section 5.05.
    
    Separability
    
    
9Section 5.06.
    
    Counterparts
    
    
9
 -i-




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Supplemental
Indenture Company Guarantor Indenture
     Notes
     Definition of Terms




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Section 1.01(f)
 Additional Interest
 Closing Date
 Clearstream
 Company
 Depositary
 Euroclear
 Exchange Guarantee
 Exchange Offer
 Exchange Offer Registration Statement
 2




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Exchange Notes
 Global Note Section 2.05(b)
 Guarantor
 Initial Guarantee
 Initial Notes Section 2.02
 Notes
 Offshore Global Note Section 2.05(b)
 Registration
 Registration Rights Agreement
 Registration Statement
 Regulation S
 Regulation S Certificate Exhibit C
 Restricted Legend Section
2.06(a)
 3




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Rule 144A
 Rule 144A Certificate Exhibit B
 U.S. Global Note Section 2.05(b)
   Designation
  Principal Amount; Series Treatment
  Section 2.02(a)
 Section 2.02(a)
  Maturity
  4




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Interest; Additional Amounts Exhibit A
 Form of Notes and the Parent Guarantee
 Exhibit A Exhibit A Exhibit A Exhibit A
   Exhibit A U.S. Global Notes
 Exhibit A Offshore Global Notes
 5




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Global Notes
  Exhibit D
 Restrictive Legends Restricted Legends Exhibit A
 Section
2.06(b)
 6




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Transfer Restrictions
    Section 2.07(a)
   7




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Transfers and Exchanges
 Additional Interest
    Optional Redemption by Company Exhibit
A
   8




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Execution; Certificates
   No Resales by Affiliates
 Ratification of Indenture
  Trustee Not Responsible for Recitals
  Governing Law
  Separability
  Counterparts
  9




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IN WITNESS WHEREOF
 BAXTER FINCO B. V.By:Name:Title:BAXTER INTERNATIONAL INC.By:Name:Title:J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATIONBy:Name:Title:




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[FACE OF NOTE]
    A-1




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A-2




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BAXTER FINCO B.V.
 4.750% Note due 2010
 Guaranteed by Baxter International Inc.
 No. A-1
    
    $[  ]
 Company
    A-3




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BAXTER FINCO B.V.By:Name:Title:
 A-4




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(FORM OF CERTIFICATION OF AUTHENTICATION)
 CERTIFICATE OF AUTHENTICATION
  
 
  A-5




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REVERSE OF NOTE
 BAXTER FINCO B.V.
 4.750% Note due 2010
 Guaranteed by Baxter International Inc.
 Indenture Guarantor Trustee Notes
 Business Day
 Parent Guarantee
  Optional Redemption Optional Redemption Price
 A-6




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Treasury Rate
 Comparable Treasury Issue
 Comparable Treasury Price
 Independent Investment Banker
 Reference Treasury Dealers Primary Treasury Dealer
 Reference Treasury Dealer Quotations
  A-7




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Optional Tax Redemption
        A-8




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A-9




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A-10




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[FORM OF TRANSFER NOTICE]
   
  
  
  
 
 A-11




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[THE FOLLOWING PROVISION TO BE INCLUDED
 ON ALL NOTES OTHER THAN EXCHANGE NOTES]
   (1) [ ]
    
    to the Company; or(2) [ ]
    
    pursuant to an effective registration statement under the Securities Act
of 1933; or(3) [ ]
    
    to a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made
in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or(4) [ ]
    
    outside the United States in a transaction meeting the requirements of
Regulation S under the Securities Act.(5) [ ]
    
    pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933.
  SignatureSignature Guarantee:Signature must be guaranteed
    
    Signature
  A-12




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A-13




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Dated:NOTICE: To be executed by anexecutive officer
 A-14




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[Include as Schedule I only for a Global Note]
 BAXTER FINCO B.V.
 4.750% Notes due 2010
 Guaranteed by Baxter International Inc.
 
 Notation Explaining Principal
    
    
    Authorized Signature ofDate
    
    Principal Amount
    
    
    Amount Recorded
    
    
    Trustee or Custodian
 A-15




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Form of Certificate to Be Delivered in
 Connection with Transfers Pursuant to Rule 144A
 
 
 Re:
    
    Baxter Finco B.V. (the Company) 4.750% Notes due 2010(the Notes)
    [ ]
    
    A. Our proposed purchase of $___principal amount of Notes issued under the
Indenture.[ ]
    
    B. Our proposed exchange of $___principal amount of Notes issued under the
Indenture for an equal principal amount of Notes to be held by us.
 
  
 
 B-1




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Form of Certificate to Be Delivered in
 Connection with Transfers Pursuant to Regulation S
 
 
 Re:
    
    Baxter Finco B.V. (the Company) 4.750% Notes due 2010(the Notes)
     1.
    
    The offer and sale of the Notes was not and will not be made to a person in the
United States (unless such person is excluded from the definition of U.S. person
pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is
excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) under the
circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not
be specifically targeted at an identifiable group of U.S. citizens abroad.
 2.
    
    Unless the circumstances described in the parenthetical in paragraph 1 above
are applicable, either (a) at the time the buy order was originated, the buyer was
outside the United States or we and any person acting on our behalf reasonably believed
that the buyer was outside the United States or (b) the transaction was executed in, on
or through the facilities of a designated offshore securities market, and neither we
nor any person acting on our behalf knows that the transaction was pre-arranged with a
buyer in the United States.
 3.
    
    Neither we, any of our affiliates, nor any person acting on our or their behalf
has made any directed selling efforts in the United States with respect to the Notes.
 C-1




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4.
    
    The proposed transfer of Notes is not part of a plan or scheme to evade the
registration requirements of the Securities Act.
 5.
    
    If we are a dealer or a person receiving a selling concession, fee or other
remuneration in respect of the Notes, and the proposed transfer takes place during the
40day distribution compliance period within the meaning of Regulation S), or we are
an officer or director of the Company or a Purchaser (as defined in the Indenture), we
certify that the proposed transfer is being made in accordance with the provisions of
Rule 904(b) of Regulation S.
  1.
    
    At the time the offer and sale of the Notes was made to us, either (i) we were
not in the United States or (ii) we were excluded from the definition of U.S. person
pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was
excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) under the
circumstances described in Rule 902(h)(3); and we were not a member of an identifiable
group of U.S. citizens abroad.2.
    
    Unless the circumstances described in paragraph 1(ii) above are applicable,
either (a) at the time our buy order was originated, we were outside the United States
or (b) the transaction was executed in, on or through the facilities of a designated
offshore securities market and we did not pre-arrange the transaction in the United
States.3.
    
    The proposed exchange of Notes is not part of a plan or scheme to evade the
registration requirements of the Securities Act. You and the Company are entitled to
rely upon this Certificate and are irrevocably authorized to produce this Certificate
or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.
 
 
 C-2




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GUARANTEE
 Guarantor
 Holders
 Securities Issuer Indenture
    D-1




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Section 7(a) Section 7 Section 7 Section 7(a)
 D-2




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provided however
    
 D-3