exv4w1



 





EXHIBIT 4.1




Execution Copy



 

 


6.250% SENIOR NOTES DUE 2037




SECOND SUPPLEMENTAL INDENTURE




between




BAXTER INTERNATIONAL INC.,




as Issuer




and




THE BANK OF NEW YORK TRUST COMPANY, N.A.,




as Trustee




Dated as of December 7, 2007



 

 


 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1

	Definitions

	 
	 	 	 	 
	Section 1.01. Definition of Terms

	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2

	The Notes

	 
	 	 	 	 
	Section 2.01. Designation

	 	 	2	 
	Section 2.02. Principal Amount; Series Treatment

	 	 	2	 
	Section 2.03. Maturity

	 	 	3	 
	Section 2.04. Interest

	 	 	3	 
	Section 2.05. Form of Notes

	 	 	3	 
	Section 2.06. Transfers Restrictions

	 	 	4	 
	Section 2.07. Transfers and Exchanges

	 	 	5	 
	 
	 	 	 	 
	ARTICLE 3

	Redemption Of The Notes

	 
	 	 	 	 
	Section 3.01. Optional Redemption by Company

	 	 	5	 
	 
	 	 	 	 
	ARTICLE 4

	Change of Control

	 
	 	 	 	 
	Section 4.01. Offer to Purchase Upon Change of Control Triggering Event

	 	 	5	 
	 
	 	 	 	 
	ARTICLE 5

	Execution Of The Notes

	 
	 	 	 	 
	Section 5.01. Execution; Certificates

	 	 	5	 
	 
	 	 	 	 
	ARTICLE 6

	Miscellaneous

	 
	 	 	 	 
	Section 6.01. Ratification of Indenture

	 	 	5	 
	Section 6.02. Trustee Not Responsible for Recitals

	 	 	6	 
	Section 6.03. Governing Law

	 	 	6	 
	Section 6.04. Separability

	 	 	6	 
	Section 6.05. Counterparts

	 	 	6	 






-i-




 









 





     SECOND SUPPLEMENTAL INDENTURE, dated as of December 7, 2007 (the “Supplemental
Indenture”), between Baxter International Inc., a Delaware corporation (the “Company”),
and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust
Company, National Association), as Trustee, under the Indenture, dated as of August 8, 2006 (the
“Indenture”), between the Company and the Trustee.



     WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for, among
other things, the issuance from time to time of the Company’s debt securities in one or more series
as might be authorized under the Indenture;



     WHEREAS, the Indenture provides that the Company and the Trustee may enter into an indenture
supplemental to the Indenture to establish the form and terms of any series of Securities (as
defined in the Indenture) as provided by Sections 2.01 and 3.01 of the Indenture;



     WHEREAS, the Board of Directors of the Company has duly adopted resolutions authorizing the
Company to issue the Securities provided for in this Supplemental Indenture;



     WHEREAS, the Company desires to enter into this Supplemental Indenture to provide for the
establishment of a series of Securities (as defined in the Indenture) to be known as the 6.250%
Senior Notes due 2037 (the “Notes”), the form, substance, terms, provisions and conditions
of which shall be set forth in the Indenture and this Supplemental Indenture;



     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture and satisfy all requirements necessary to make (i) this Supplemental Indenture a valid
instrument in accordance with its terms and (ii) the Securities provided for hereby, when executed
and delivered by the Company and authenticated by the Trustee, the valid obligations of the
Company.



     NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Notes:



ARTICLE 1

Definitions




     Section 1.01. Definition of Terms.



     Unless the context otherwise requires:



     (a) a term defined in the Indenture has the same meaning when used in this Supplemental
Indenture unless the definition of such term is amended and supplemented pursuant to this
Supplemental Indenture;



     (b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout;



     (c) the singular includes the plural and vice versa;



1









 





     (d) a reference to a Section or Article is to a Section or Article of this Supplemental
Indenture;



     (e) headings are for convenience of reference only and do not affect interpretation;



     (f) the following terms have the meanings given to them in this Section 1.01(f):



     “Closing Date” means December 7, 2007.



     “Company” shall have the meaning set forth in the first paragraph hereof.



     “Depositary” means the clearing agency registered under the Exchange Act that is
designated to act as the Depositary for the Global Notes. The Depository Trust Company shall be
the initial Depositary, until a successor shall have been appointed and become such pursuant to the
applicable provisions of the Indenture, and thereafter, “Depositary” shall mean or include such
successor.



     “Global Note” shall have the meaning set forth in Section 2.05(b).



     “Initial Notes” means (i) all Notes issued on the first date that Notes were
originally issued under this Supplemental Indenture, (ii) any additional Notes issued under
Section 2.02(a) and (iii) any Notes issued in replacement therefor.



     “Notes” shall have the meaning set forth in the recitals above and shall include any
Global Note.



ARTICLE 2

The Notes




     Section 2.01. Designation.



     The Company hereby establishes a series of Securities designated the “6.250% Senior Notes due
2037” for issuance under the Indenture.



     Section 2.02. Principal Amount; Series Treatment.



     (a) The Notes shall be initially limited to an aggregate principal amount of $500,000,000.
The Company may, from time to time, without the consent of the Holders of the outstanding Notes,
issue additional Notes, so that such additional Notes and the outstanding Notes shall be
consolidated together and form a single series of Securities under the Indenture as supplemented by
this Supplemental Indenture. Any increase in the aggregate principal amount of the Notes shall be
evidenced by an Officers’ Certificate to be delivered to the Trustee, without any further action by
the Company.



     (b) Any additional Notes issued under Section 2.02(a) shall have the same terms in all
respects as the corresponding series of Notes, except that interest will accrue on the additional
Notes from the most recent date to which interest has been paid on the Notes of such series (other
than the additional Notes) or if no interest has been paid on the Outstanding Notes of such



2









 







series from the first date that the Outstanding Notes were originally issued under the
Indenture, as supplemented by this Supplemental Indenture.



     (c) For all purposes of the Indenture and this Supplemental Indenture, all Notes, whether
Initial Notes, or additional Notes issued under Section 2.02(a), shall constitute one
series of Securities and shall vote together as one series of Securities.



     (d) The Notes shall be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.



     Section 2.03. Maturity.



     The Notes will become due and payable on December 1, 2037.



     Section 2.04. Interest. The Notes will bear interest at the rate of 6.250% per annum
from December 7, 2007 until the principal thereof becomes due and payable or to the date of
redemption or repurchase (if any) of the Notes, such interest to be payable semi-annually on June 1
and December 1 of each year, to the Holders of record of the Notes as of the close of business on
the May 15 and November 15 preceding such interest payment dates, commencing, in the case of the
Initial Notes or any additional Notes issued prior to such date, on June 1, 2008.



     Section 2.05. Form of Notes.



     (a) The Notes shall contain the terms set forth in, and shall be substantially in the form of,
Exhibit A hereto. The terms and provisions contained in the form of Notes set forth in
Exhibit A shall constitute, and are hereby expressly made, a part of the Indenture, as
supplemented by this Supplemental Indenture.



     Any of the Notes may have such letters, numbers or other marks of identification and such
notations, legends, endorsements or changes as the Authorized Officers executing the same may
approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be
required by the Depositary or as may be required to comply with any applicable law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any securities exchange or
automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate
any special limitations or restrictions to which any particular Notes are subject.



     (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless
otherwise required by law, or otherwise contemplated herein, all of the Notes shall be represented
by one or more Notes in global form registered in the name of the Depositary or the nominee of the
Depositary.



     The Notes shall be issued initially in the form of one or more permanent Global Securities in
registered form, substantially in the form set forth in Exhibit A (the “Global
Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Notes may from time to time



3









 







be increased or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as
hereinafter provided.



     The transfer and exchange of beneficial interests in any such Global Notes shall be effected
through the Depositary in accordance with the Indenture and the applicable procedures of the
Depositary. Except as provided in the Indenture, beneficial owners of a Global Note shall not be
entitled to have certificates registered in their names, will not receive or be entitled to receive
physical delivery of certificates in definitive form and will not be considered Holders of such
Global Note.



     Any Global Note shall represent such of the Outstanding Notes as shall be specified therein
and shall provide that it shall represent the aggregate amount of Outstanding Notes from time to
time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may
from time to time be increased or reduced to reflect redemptions, transfers or exchanges permitted
hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
amount of outstanding Notes represented thereby shall be made by the Trustee in such manner and
upon instructions given by the Holder of such Notes in accordance with the Indenture and this
Supplemental Indenture. Payment of principal of and interest and premium, if any, on any Global
Note shall be made to the Holder of such Note.



     Section 2.06. Transfer Restrictions. The following provisions shall apply only to
Global Notes:




     (i) Each Global Note authenticated under this Supplemental Indenture shall be
registered in the name of the Depositary or a nominee thereof and delivered to such
Depositary or a nominee thereof or Trustee if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, and each such Global Note shall
constitute a single Note for all purposes of the Indenture and this Supplemental Indenture.




     (ii) Notwithstanding any other provision in this Supplemental Indenture, no Global Note
may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note
in whole or in part may be registered, in the name of any Person other than the Depositary
or a nominee thereof except as provided in Section 3.05 of the Indenture. Any Note issued
in exchange for a Global Note or any portion thereof shall be a Global Note; provided that
any such Note so issued that is registered in the name of a Person other than the Depositary
or a nominee thereof shall not be a Global Note.




     (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant
to clause (ii) above shall be issued pursuant to Section 3.05 of the Indenture.




     (iv) At such time as all interests in a Global Note have been redeemed, repurchased,
converted, canceled or exchanged for Notes in certificated form, such Global Note shall,
upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and
instructions existing between the Depositary and the Trustee. At any time prior to such
cancellation, if any interest in a Global Note is redeemed,



4









 







repurchased, converted, canceled or exchanged for Notes in certificated form, the
principal amount of such Global Note shall, in accordance with the standing procedures and
instructions existing between the Depositary and the Trustee, be appropriately reduced, and
an endorsement shall be made on such Global Note, by the Trustee or at the direction of the
Trustee, to reflect such reduction.



     Section 2.07. Transfers and Exchanges. The Notes shall be transferred and exchanged
by the Holders thereof and the Trustee in accordance with the terms and conditions set forth in
Section 3.05 the Indenture.



ARTICLE 3

Redemption Of The Notes




     Section 3.01. Optional Redemption by Company. The Notes may be redeemed at the option
of the Company on the terms and conditions set forth in the form of Note set forth as Exhibit
A.



ARTICLE 4

Change of Control




     Section 4.01. Offer to Purchase Upon Change of Control Triggering Event. Upon the
occurrence of a Change of Control Triggering Event (as defined in the form of Note set forth as
Exhibit A), and unless the Company has exercised its option to redeem the Notes pursuant to
Section 3.01, the Company shall be required to make an offer to each holder of the Notes to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
that holder’s Notes on the terms and conditions set forth in the form of Note set forth as
Exhibit A.



ARTICLE 5

Execution Of The Notes




     Section 5.01. Execution; Certificates. The Notes and any Officers’ Certificate to be
delivered under the Indenture in connection with the authentication and delivery of the Notes shall
be executed and delivered as set forth in the Indenture.



ARTICLE 6

Miscellaneous




     Section 6.01. Ratification of Indenture.



     The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.



5









 





     Section 6.02. Trustee Not Responsible for Recitals.



     The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.



     Section 6.03. Governing Law.



     This Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York, as applied to contracts made and performed within the State
of New York, without regards to principles of conflicts of law.



     Section 6.04. Separability.



     In case any one or more of the provisions contained in this Supplemental Indenture or in the
Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this
Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.



     Section 6.05. Counterparts.



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




6











 





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



	 	 	 	 	 	 	 
	 	 	BAXTER INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert J. Hombach	 	 
	 

	 	 	 	 

Name: Robert J. Hombach
	 	 
	 

	 	 	 	Title: Corporate Vice President
and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., 

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Janice Ott Rotunno	 	 
	 

	 	 	 	 

Name: Janice Ott Rotunno
	 	 
	 

	 	 	 	Title: Vice President	 	 




(Signature Page to Supplemental Indenture)




 









 







EXHIBIT A




[FACE OF NOTE]





[Each Global Note shall bear the following legend:] 




[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



     Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co., or such
other name as requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]



 









 





CUSIP No. 071813 AX 7

ISIN US071813AX74




BAXTER INTERNATIONAL INC.

6.250% Senior Note due 2037




			
	 	 	 
	No. A-1
	 	$500,000,000






     Baxter International Inc., a Delaware corporation (the “Company”), for value received,
hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Company
in the City of New York, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on
December 1, 2037, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and to pay interest,
semiannually on June 1 and December 1 of each year, commencing on June 1, 2008, on said principal
sum at said office or agency, in like coin or currency, at the rate per annum specified in the
title of this Note, from the June 1 and December 1, as the case may be, next preceding the date of
this Note to which interest has been paid, unless the date hereof is a date to which interest has
been paid, in which case from the date of this Note, or unless no interest has been paid on these
Notes, in which case from December 7, 2007 until payment of said principal sum has been made or
duly provided for; provided, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall appear on the
Security Register or by wire transfer to an account maintained by the payee with a bank located in
the United States.



     Notwithstanding the foregoing, if the date hereof is after the 15th day of May or
November, as the case may be, and before the following June 1 or December 1, as the case may be,
this Note shall bear interest from such June 1 or December 1; provided, that, if
the Company shall default in the payment of interest due on such June 1 or December 1, then this
Note shall bear interest from the next preceding June 1 or December 1, to which interest has been
paid or, if no interest has been paid on these Notes, from December 7, 2007. The interest so
payable on any June 1 or December 1, will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note is registered at
the close of business on the May 15 or November 15, as the case may be, preceding such June 1 or
December 1. Interest on this Note will be calculated on the basis of a 360-day year of twelve
30-day months.



     Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture referred to on the
reverse hereof.




 









 








     IN WITNESS WHEREOF, Baxter International Inc. has caused this instrument to be duly executed
on the date set forth below.



	 	 	 	 	 	 	 	 	 
	Dated: December 7, 2007
	 	 	 	 	 	 	 	 
	 	 	BAXTER INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert J. Hombach	 	 
	 

	 	 	 	Title:
	 	Corporate Vice President
and Treasurer	 	 







 









 








(FORM OF CERTIFICATION OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A. 

     as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Dated:
	 	 







 












 





REVERSE OF NOTE

BAXTER INTERNATIONAL INC.

6.250% Senior Notes due 2037




     This Note is one of a duly authorized issue of Securities of the Company of the series
hereinafter specified, all issued or to be issued under and pursuant to an Indenture, dated as of
August 8, 2006, as supplemented by the Second Supplemental Indenture, dated as of December 7, 2007
(both together herein called the “Indenture”), between the Company and The Bank of New York
Trust Company, N.A. (as successor in interest to 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 description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. This Note is one of a Series of
Securities of the Company designated as the 6.250% Senior Notes due 2037 (the “Notes”),
initially limited in aggregate principal amount of $500,000,000, subject to the issuance of
additional Notes as provided in the Indenture. Terms used but not defined herein shall have the
respective meanings set forth in the Indenture.



     If any interest payment date, maturity date or redemption date of this Note falls on a day
that is not a Business Day, payment will be made on the next succeeding Business Day, and no
interest will accrue for the period from and after the interest payment date, maturity date or
redemption date, as the case may be, to the next succeeding Business Day. As used in this Note,
the term “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in the City of New York are authorized or obligated by or
pursuant to law, regulation or executive order to close.



     The Indenture contains provisions for the defeasance at any time of the entire indebtedness of
the Notes or certain covenants set forth in the Indenture applicable to the Notes upon compliance
by the Company of certain conditions set forth therein, which provisions apply to this Note.



     This Note is redeemable in whole at any time or in part, from time to time, at the option of
the Company (an “Optional Redemption”), at a make whole redemption price (the “Optional
Redemption Price”) equal to the greater of:




     (i) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest thereon to the redemption date, and




     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the principal amount of the Notes to be redeemed (not including any portion of
the payment of interest accrued as of the date of redemption) discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 30 basis points, plus accrued and unpaid interest thereon to the date
of redemption.



 









 





     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (1) the
average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.



     “Reference Treasury Dealers” means (1) Banc of America Securities LLC and UBS
Securities LLC and their successors; provided, however, that if either of the foregoing shall cease
to be a primary U.S. Government securities dealer (“Primary Treasury Dealer”), the Company
shall substitute another nationally recognized investment banking firm that is a Primary Treasury
Dealer, and (2) at the option of the Company, additional Primary Treasury Dealers selected by the
Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. New York
City time on the third Business Day preceding such redemption date.



     Any redemption pursuant to the preceding paragraph will be made at the Optional Redemption
Price upon not less than 30 nor more than 60 days prior notice before the redemption date to the
Holders. If the Notes are only partially redeemed by the Company pursuant to an Optional
Redemption, the Notes will be redeemed by such method as the Trustee shall deem fair and
appropriate and in accordance with the Indenture. In the event of redemption of this Note in part
only, a new Note or Notes of this series for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof. Unless the Company defaults in payment of
the redemption price, on and after the redemption date interest will cease to accrue on the Notes
or portions thereof called for redemption.



     If a Change of Control Triggering Event (as defined below) occurs, unless the Company has
exercised its option to redeem the Notes (as described above), the Company shall be required to
make an offer (the “Change of Control Offer”) to each holder of the Notes to repurchase all
or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s
Notes on the terms set forth below.  In the Change of Control Offer, the Company shall be



 









 







required to offer payment in cash equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of
repurchase (the “Change of Control Payment”).  Within 30 days following any Change of
Control Triggering Event or, at the option of the Company, prior to any Change of Control, but
after public announcement of the transaction that constitutes or may constitute the Change of
Control, a notice shall be mailed to holders of the Notes describing the transaction that
constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the
Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). 
The notice shall, if mailed prior to the date of consummation of the Change of Control, state that
the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or
prior to the Change of Control Payment Date.

 



        On the Change of Control Payment Date, the Company shall, to the extent
lawful:




	 	(1)	 	accept for payment all Notes or portions of Notes properly tendered pursuant to
the Change of Control Offer;
	 
	 	(2)	 	deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and
	 
	 	(3)	 	deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions of Notes being repurchased.
	 





     The Company shall not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and the third
party repurchases all Notes properly tendered and not withdrawn under its offer.  In addition, the
Company shall not repurchase any Notes if there has occurred and is continuing on the Change of
Control Payment Date an Event of Default, other than a default in the payment of the Change of
Control Payment upon a Change of Control Triggering Event.



     The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the
provisions of any such securities laws or regulations conflict with the Change of Control Offer
provisions of the Notes, the Company shall comply with those securities laws and regulations and
shall not be deemed to have breached its obligations under the Change of Control Offer provisions
of the Notes by virtue of any such conflict.



     For purposes of the Change of Control Offer provisions of the Notes, the following definitions
shall apply:



     “Change of Control” means the occurrence of any of the following: (1) the consummation
of any transaction (including, without limitation, any merger or consolidation) the



 









 







result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), other than the Company or one of its subsidiaries, becomes the beneficial owner (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the
Company’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as
that term is defined in the Indenture), other than the Company or one of its subsidiaries; (3) the
adoption of a plan relating to the Company’s liquidation or dissolution; or (4) the replacement of
a majority of the Company’s Board of Directors over a two-year period from the directors who
constituted the Company’s Board of Directors at the beginning of such period, and such replacement
directors shall not have been approved by at least a majority of the Company’s Board of Directors
then still in office (either by a specific vote or by approval of a proxy statement in which such
member was named as a nominee for election as a director) who either were members of such Board of
Directors at the beginning of such period or whose election as a member of such Board of Directors
was previously so approved. Notwithstanding the foregoing, a transaction shall not be deemed to be
a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than
a holding company satisfying the requirements of this sentence) is the beneficial owner, directly
or indirectly, of more than 50% of the Voting Stock of such holding company.



       “Change of Control Triggering Event” means the occurrence of both a Change of
Control and a Rating Event.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade
credit rating from any replacement Rating Agency or Rating Agencies.



       “Moody’s” means Moody’s Investors Service, Inc.



     “Rating Agencies” means (1) each of Moody’s and S&P, and (2) if either Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s
or S&P, or both of them, as the case may be.



     “Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies
and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day
within the 60-day period (which 60-day period will be extended so long as the rating of the Notes
is under publicly announced consideration for a possible downgrade by any of the Rating Agencies
but no longer than 180 days) after the earlier of (1) the occurrence of a Change



 









 







of Control and (2) public notice of the Company’s intention to effect a Change of Control;
provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if the Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the
Company’s or its request that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Rating
Event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at
the time entitled to vote generally in the election of the board of directors of such person.



     The Company’s obligation to make a Change of Control Offer as set forth herein shall be
subject to the covenant defeasance provisions of Section 13.02(c) of the Indenture.



     If an Event of Default, with respect to the Notes shall have occurred and be continuing, the
principal of this Note may be declared due and payable in the manner and with the effect set forth
in the Indenture.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Notes at the time
Outstanding of each series to be affected to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of the Notes subject to
the limitations set forth in the Indenture. It is also provided in the Indenture that, with
respect to certain defaults or Events of Default regarding the Securities of any series, the
Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of
such series may on behalf of the Holders of all the Securities of such series waive any such past
default or Event of Default and its consequences. The preceding sentence shall not, however, apply
to a default in the payment of the principal of or premium, if any, or interest on the Notes. Any
such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and owners of this
Note and any Notes which may be issued in exchange or substitution herefor, irrespective of whether
or not any notation thereof is made upon this Note or such other Notes.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligations of the Company, which are absolute and unconditional, to pay the
principal of, and any premium and interest on, this Note in the manner and at the respective times
herein provided.



 









 





     The Notes are issuable in registered form without coupons in denominations of $2,000 and any
multiple of $1,000 in excess thereof. In the manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations at the office or agency of the Trustee in the
City of New York.



     There is no sinking fund for the retirement of the Notes.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Trustee in the City of New York, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.



     Prior to due presentment for registration of transfer, the Company, the Trustee and any agent
of the Company, or the Trustee may treat the registered Holder hereof as the owner of this Note
(whether or not this Note shall be overdue), for the purpose of receiving payment of the principal
hereof and premium, if any, and subject to the provisions on the face hereof, interest hereon, and
for all other purposes, and neither the Company, nor the Trustee nor any agent of the Company, or
the Trustee shall be affected by any notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder, employee, officer or
director, as such, of the Company, or of any predecessor or successor, either directly or through
the Company, or any predecessor or successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.



     This Note is the senior unsecured and unsubordinated obligation of the Company and will rank
on a parity with all other unsecured and unsubordinated indebtedness of the Company, including any
other Securities issued under the Indenture.



 









 





[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.




 





Please print or typewrite name and address including zip code of assignee




 





the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney
to transfer said Note on the books of




 





the Company with full power of substitution in the premises.




	 	 	 	 	 
	By:

	 	 
 

	 	 
	 
	Date:

	 	 
 

	 	 






 









 





Schedule I




[Include as Schedule I only for a Global Note]

BAXTER INTERNATIONAL INC.

6.250% Senior Notes due 2037




No.          




	 	 	 	 	 	 	 
	 	 	 	 	Notation Explaining  Principal 	 	Authorized Signature of 
	Date	 	Principal Amount	 	Amount Recorded	 	Trustee or Custodian