0000950137-05-013664 Sample Contracts

EXECUTION COPY BAXTER INTERNATIONAL INC. AND BANK ONE TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of December 17, 2002
Supplemental Indenture • November 10th, 2005 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of December 17, 2002, is between BAXTER INTERNATIONAL INC., a Delaware corporation (the “Company”), and BANK ONE TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).

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EXECUTION COPY REMARKETING AGREEMENT December 17, 2002
Remarketing Agreement • November 10th, 2005 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

This Agreement is dated as of December 17, 2002 (the “Agreement”) among Baxter International Inc, a Delaware corporation (the “Company”), Banc of America Securities LLC (“Banc of America”), Credit Suisse First Boston Corporation (“CSFB”), UBS Warburg LLC (“UBS”) and Bank One Trust Company, N.A., a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract Agreement referred to below).

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