BAXTER FINCO B.V. as Issuer And BAXTER INTERNATIONAL INC. as Guarantor And J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 5, 2005Indenture • April 21st, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of October 5, 2005, among Baxter Finco B.V., a private company with limited liability organized under the laws of The Netherlands (the “Company”), Baxter International Inc., a Delaware corporation (the “Guarantor”), and J. P. Morgan Trust Company, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
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, 2005First Supplemental Indenture • April 21st, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2005 (the “Supplemental Indenture”), among Baxter Finco B.V., a private company with limited liability organized under the laws of The Netherlands (the “Company”), Baxter International Inc., a Delaware corporation and indirect parent company of the Company (the “Guarantor”), and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee, under the Indenture, dated as of October 5, 2005 (the “Indenture”), among the Company, the Guarantor and the Trustee.
REGISTRATION RIGHTS AGREEMENT Dated October 5, 2005 among Baxter Finco B.V., as Issuer Baxter International Inc., as Guarantor and the Purchasers set forth on Schedule ARegistration Rights Agreement • April 21st, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
This Agreement is made pursuant to the Purchase Agreement, dated September 28, 2005, by and among the Issuer, the Guarantor and the Purchasers (the “Purchase Agreement”), which provides for the sale by the Issuer, to the Purchasers of $500,000,000 aggregate principal amount of the Issuer’s 4.750% Notes due 2010 (the “Securities”). The Issuer’s obligations under the Securities will be unconditionally and irrevocably guaranteed (the “Guarantee”) by the Guarantor as set forth in the Indenture (as defined below). In order to induce the Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantor have agreed to provide to the Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
