exv4w2



 







Exhibit 4.2




Execution Copy




 





5.90% SENIOR NOTES DUE 2016




FIRST SUPPLEMENTAL INDENTURE




between




BAXTER INTERNATIONAL INC.,




as Issuer




and




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,




as Trustee




Dated as of August 8, 2006




 





 









 








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
	 	 	 	 
	Execution Of The Notes
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Execution; Certificates
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Ratification of Indenture
	 	 	5	 
	Section 5.02. Trustee Not Responsible for Recitals
	 	 	5	 
	Section 5.03. Governing Law
	 	 	5	 
	Section 5.04. Separability
	 	 	5	 
	Section 5.05. Counterparts
	 	 	6	 






-i-









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of August 8, 2006 (the “Supplemental
Indenture”), between Baxter International Inc., a Delaware corporation (the “Company”),
and J.P. Morgan Trust Company, National Association, a national banking 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 Securities (as defined in the Indenture) to be known as the 5.90% Senior Notes due
2016 (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;



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     (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 August 8, 2006.



     “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 this 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 “5.90% Senior Notes due
2016” 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 $600,000,000.
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.



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



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     (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
thereof.



     Section 2.03. Maturity.



     The Notes will become due and payable on September 1, 2016.



     Section 2.04. Interest. The Notes will bear interest at the rate of 5.90% per annum
from August 8, 2006 until the principal thereof becomes due and payable or to the date of
redemption (if any) of the Notes, such interest to be payable semi-annually on March 1 and
September 1 of each year, to the Holders of record of the Notes as of the close of business on the
February 15 and August 15 preceding such interest payment dates, commencing, in the case of the
Initial Notes or any additional Notes issued prior to such date, on March 1, 2007.



     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
Notes”), 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 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.



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     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, 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



4









 







reduced, and an endorsement shall be made on such Global Note, by the Trustee, 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



Execution Of The Notes




     Section 4.01. 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 5



Miscellaneous




     Section 5.01. 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.



     Section 5.02. 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 5.03. 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 5.04. 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



5









 







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 5.05. 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 First Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	BAXTER INTERNATIONAL INC. 

 	 
	 	By:  	/s/ Robert M. Davis
 	 
	 	 	Name:  	Robert M. Davis 	 
	 	 	Title:  	Corporate Vice President
and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	J. P. MORGAN TRUST COMPANY, 
NATIONAL ASSOCIATION

 	 
	 	By:  	 /s/ George N. Reaves
 	 
	 	 	Name:  	George N. Reaves 	 
	 	 	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 AW 9

ISIN US071813AW91




BAXTER INTERNATIONAL INC.

5.90% Senior Note due 2016




			
	 	 	 
	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
September 1, 2016, 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 March 1 and September 1 of each year, commencing on March 1, 2007, 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 March 1 or the September 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 August 8, 2006 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 February
or August, as the case may be, and before the following March 1 or September 1, as the case may be,
this Note shall bear interest from such March 1 or September 1; provided, that, if
the Company shall default in the payment of interest due on such March 1 or September 1, then this
Note shall bear interest from the next preceding March 1 or September 1, to which interest has been
paid or, if no interest has been paid on these Notes, from August 8, 2006. The interest so payable
on any March 1 or September 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 February 15 or August 15, as the case may be, preceding such March 1
or September 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: August 8, 2006




	 	 	 	 	 	 	 
	 	 	BAXTER INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert M. Davis
	 

	 	 	 	Title:
	 	Corporate Vice President
	 

	 	 	 	 	 	and Chief Financial Officer






 









 





(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.



	 	 	 	 	 
	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION

     as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 






 









 





REVERSE OF NOTE

BAXTER INTERNATIONAL INC.

5.90% Senior Note due 2016




     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 First Supplemental Indenture, dated as of August 8, 2006
(both together herein called the “Indenture”), between the Company and J.P. Morgan Trust
Company, National Association, a national banking 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 5.90% Senior Notes due 2016 (the “Notes”), initially limited in
aggregate principal amount of $600,000,000, 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 thereon (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 15 basis points,
plus accrued 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) Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. and their successors; provided, however, that if any 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 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 $2,000 at the office or agency of the Trustee in the City of New York, and 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.



     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 or 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, the
Notes 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 senior unsecured unsubordinated indebtedness of the Company, including
any other Securities issued under the Indenture.



     This Security is a Global Security within the meaning of the Indenture and is registered in
the name of the Depositary or a nominee of the Depositary. 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 as permitted by the Indenture and may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary.



 









 





[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.

5.90% Senior Notes due 2016




No.____




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

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 






 










 







CUSIP No. 071813 AW 9

ISIN US071813AW91




BAXTER INTERNATIONAL INC.

5.90% Senior Note due 2016




			
	No. A-2
	 	$100,000,000






     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 ONE HUNDRED MILLION DOLLARS ($100,000,000) on
September 1, 2016, 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 March 1 and September 1 of each year, commencing on March 1, 2007, 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 March 1 or the September 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 August 8, 2006 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 February
or August, as the case may be, and before the following March 1 or September 1, as the case may be,
this Note shall bear interest from such March 1 or September 1; provided, that, if
the Company shall default in the payment of interest due on such March 1 or September 1, then this
Note shall bear interest from the next preceding March 1 or September 1, to which interest has been
paid or, if no interest has been paid on these Notes, from August 8, 2006. The interest so payable
on any March 1 or September 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 February 15 or August 15, as the case may be, preceding such March 1
or September 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: August 8, 2006




	 	 	 	 	 
	 	BAXTER INTERNATIONAL INC.

 	 
	 	By:  	__________________________
 	 
	 	 	Name:  	Robert M. Davis 	 
	 	 	Title:  	Corporate Vice President

and Chief Financial Officer 	 



 









 






	 	 	 	 	 



(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.



	 	 	 	 	 
	J.P. MORGAN TRUST COMPANY,	 	 
	NATIONAL ASSOCIATION	 	 
	     as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Dated:	 	 






 









 






REVERSE OF NOTE

BAXTER INTERNATIONAL INC.

5.90% Senior Note due 2016




     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 First Supplemental Indenture, dated as of August 8, 2006
(both together herein called the “Indenture”), between the Company and J.P. Morgan Trust
Company, National Association, a national banking 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 5.90% Senior Notes due 2016 (the “Notes”), initially limited in
aggregate principal amount of $600,000,000, 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 thereon (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 15 basis points,
plus accrued 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) Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. and their successors; provided, however, that if any 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 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 $2,000 at the office or agency of the Trustee in the City of New York, and 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.



     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 or 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, the
Notes 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 senior unsecured unsubordinated indebtedness of the Company, including
any other Securities issued under the Indenture.



     This Security is a Global Security within the meaning of the Indenture and is registered in
the name of the Depositary or a nominee of the Depositary. 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 as permitted by the Indenture and may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary.



 









 





[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.

5.90% Senior Notes due 2016




No.____




 





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