0000950137-08-007764 Sample Contracts

BAXTER INTERNATIONAL INC. Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2008 • 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 May 19, 2008 (“Standard Provisions”), which is attached hereto, the following securities (“Designated Securities”) on the following terms:

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5.375% SENIOR NOTES DUE 2018 THIRD SUPPLEMENTAL INDENTURE between BAXTER INTERNATIONAL INC., as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Dated as of May 22, 2008
Third Supplemental Indenture • May 22nd, 2008 • Baxter International Inc • Surgical & medical instruments & apparatus • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of May 22, 2008 (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.

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