0000950137-06-008933 Sample Contracts

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1
Indenture • August 9th, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

INDENTURE, dated as of August 8, 2006, between Baxter International Inc., a Delaware corporation (the “Company”), 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”).

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BAXTER INTERNATIONAL INC. Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • August 9th, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

On behalf of the several Underwriters named in Schedule I hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities) dated as of August 3, 2006 (“Standard Provisions”), which is attached hereto, the following securities (“Designated Securities”) on the following terms:

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
Indenture • August 9th, 2006 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

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.

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