EX-10.1




 Exhibit 10.1 

Execution Version 

FIRST AMENDMENT 
 FIRST
AMENDMENT, dated as of September 28, 2022 (this “Amendment”), among Baxter International Inc., a Delaware corporation (the “Borrower”), the Banks party hereto and JPMorgan Chase Bank, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”). All capitalized undefined terms used in this Amendment shall have the meanings assigned thereto in the Credit Agreement (as defined below). 

W I T N E S S E T H 

WHEREAS, the Borrower, the financial institutions party thereto (the “Banks”) and the Administrative Agent are party to that
certain Credit Agreement, dated as of September 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and as further amended by this Amendment,
the “Amended Credit Agreement”). 
 WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to make, and have
made, certain loans to the Borrower; 
 WHEREAS, the Borrower wishes to effect certain amendments to the Credit Agreement in accordance with
Section 11.01(a) of the Credit Agreement; 
 WHEREAS, the Banks party hereto constituting Majority Banks under the Credit Agreement,
the Borrower and the Administrative Agent are willing to agree to the terms of this Amendment and the amendments to the Credit Agreement effected hereby; and 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties hereto agree as follows: 

ARTICLE 1. 
 AMENDMENTS TO THE
CREDIT AGREEMENT 
 Section 8.02(c) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(c) Net Leverage Ratio. 

As of the last day of any fiscal quarter (commencing with fiscal quarter ending March 31, 2022), permit the Net Leverage Ratio on a pro
forma basis for the applicable Test Period to be greater than the Net Leverage Ratio set forth in the table below: 
  

			
	 Quarter Ending or Ended
	  	 Ratio

		
	March 31, 2022	  	5.00 to 1.00













			
	 Quarter Ending or Ended
	  	 Ratio

		
	June 30, 2022	  	5.00 to 1.00
		
	September 30, 2022	  	5.00 to 1.00
		
	December 31, 2022	  	5.00 to 1.00
		
	March 31, 2023	  	5.00 to 1.00
		
	June 30, 2023	  	5.00 to 1.00
		
	September 30, 2023	  	5.00 to 1.00
		
	December 31, 2023	  	5.00 to 1.00
		
	March 31, 2024	  	5.00 to 1.00
		
	June 30, 2024	  	4.25 to 1.00
		
	September 30, 2024	  	4.25 to 1.00
		
	December 31, 2024	  	4.25 to 1.00
		
	March 31, 2025	  	4.25 to 1.00
		
	June 30, 2025 and thereafter	  	3.75 to 1.00

 provided, however, for any fiscal quarter ended after March 31, 2025, such Net Leverage
Ratio shall be increased to 4.50 to 1.00 for each of the four fiscal quarters ending immediately following the consummation of any Material Acquisition. 

ARTICLE 2. 
 REPRESENTATIONS AND
WARRANTIES 
 The Borrower represents and warrants to the Banks party hereto that: 

(a) The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower,
except in the case of this clause (ii) where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its
Consolidated Subsidiaries (taken as a whole). 











 (b) The representations and warranties set forth in Article VII of the Amended Credit
Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to and as of the First Amendment Effective Date as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). 
 (c) At the time of and
immediately after giving effect to this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing. 

ARTICLE 3. 
 CONDITIONS PRECEDENT

 This Amendment shall become effective subject to the satisfaction of the following conditions (which occurred on the date hereof (such
date, the “First Amendment Effective Date”)): 
 (a) Executed Counterparts. The Administrative Agent shall have
received executed counterparts of this Amendment from the Borrower and the Banks constituting the Majority Banks under the Credit Agreement. 

(b) Officer’s Certificate. The Administrative Agent shall have received a certificate dated the First Amendment Effective Date and
signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower the accuracy of the representations and warranties set forth in Article 2 hereof. 

(c) Fees and Expenses. The Borrower shall have paid all fees due and payable pursuant to that certain Fee Letter, dated as of
September 15, 2022, among the Borrower and the Administrative Agent. All other costs, fees and expenses payable to the Administrative Agent (including, without limitation legal fees and expenses) shall have been paid on or prior to the First
Amendment Effective Date, to the extent invoiced at least two Business Days prior to the First Amendment Effective Date. 
 (d) USA
PATRIOT Act, Beneficial Ownership. The Administrative Agent and each requesting Bank shall have received, at least 3 Business Days prior to the First Amendment Effective Date, all documentation and other information reasonably requested in
writing by the Administrative Agent or such Bank, at least 5 Business Days prior to the First Amendment Effective Date, about the Borrower that the Administrative Agent or such Bank reasonably determines is required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. § 1010.230. 











 ARTICLE 4. 

GENERAL 
 (a) Limited
Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification
or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or a waiver of any Event of Default, (b) to prejudice any right or rights which the Administrative Agent or the Banks may now have or may have in
the future under or in connection with the Amended Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or
(c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit
Agreement or the Loan Documents or any rights or remedies arising in favor of Banks or Administrative Agent, or any of them, under or with respect to any such documents. 

(b) Construction. On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This
Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 
 (c) Acknowledgement
and Reaffirmation. By its execution hereof, the Borrower hereby expressly agrees, with respect to each Loan Document to which it is a party (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in
full force and effect on a continuous basis regardless of the effectiveness of this Amendment and (b) nothing contained in this Amendment shall be construed as a substitution or novation of its obligations, liabilities and indebtedness under
such Loan Document. 
 (d) Execution in Counterparts; Loan Document. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, electronic
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be. 
 (e) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. 
 (f) Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties and their
respective heirs, beneficiaries, successors and permitted assigns. 











 (g) Severability. Any provision of this Amendment held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 (h)
Incorporation by Reference. The provisions of Sections 11.04, 11.09 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

[Signature Pages Follow] 











 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	BAXTER INTERNATIONAL INC.
		
	By:	 	 /s/ Karen Leets

	         Name: Karen Leets

        Title: Senior Vice President and Treasurer




  
 [Signature Page to First
Amendment] 












 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Gregory Thomas Martin

		 	Name: Gregory Thomas Martin
		 	Title: Executive Director



  
 [Signature Page to First
Amendment] 












 
			
	 JPMORGAN CHASE BANK, N.A.,

as a Bank

		
	 By:
	 	 /s/ Gregory Thomas Martin

	Name: Gregory Thomas Martin
	Title: Executive Director













 
			
	 Wells Fargo Bank, National Association,

as a Bank

		
	By:	 	 /s/ Andrea S. Chen

	Name: Andrea S. Chen
	Title: Managing Director



  
 [Signature Page to First
Amendment] 












 
			
	 U.S. BANK NATIONAL ASSOCIATION, as

a Bank

		
	By:	 	 /s/ Michael West

	Name: Michael West
	Title: Senior Vice President



  
 [Signature Page to First
Amendment] 












 
			
	 Citibank, N.A., as
 a
Bank

		
	By:	 	 /s/ Eugene Yermash

	Name: Eugene Yermash
	Title: Vice President



  
 [Signature Page to First
Amendment] 












 
			
	BANCO BILBAO VIZCAYA ARGENTARIA,
	 S.A. NEW YORK BRANCH, as
 a
Bank

		
	By:	 	 /s/ Stephen Johnson

	Name: Stephen Johnson
	Title: Managing Director
		
	By:	 	 /s/ Miriam Trautmann

	Name: Miriam Trautmann
	Title: Managing Director



  
 [Signature Page to First
Amendment] 












 
			
	 The Bank of Nova Scotia, as
 a
Bank

		
	By:	 	 /s/ Jason Fertig

	Name: Jason Fertig
	Title: Managing Director



  
 [Signature Page to First
Amendment] 












 
			
	 PNC BANK, NATIONAL ASSOCIATION, as

a Bank

		
	By:	 	 /s/ Donna Benson

	Name: Donna Benson
	Title: Assistant Vice President



  
 [Signature Page to First
Amendment] 












 
			
	 SOCIETE GENRALE, as
 a
Bank

		
	By:	 	 /s/ Kimberly Metzger

	Name: Kimberly Metzger
	Title: Director



  
 [Signature Page to First
Amendment] 












 
			
	 SUMITOMO MITSUI BANKING CORPORATION, as

a Bank

		
	By:	 	 /s/ Cindy Hwee

	Name: Cindy Hwee
	Title: Director



  
 [Signature Page to First
Amendment] 












 
			
	 The Northern Trust Company, as
 a
Bank

		
	By:	 	 /s/ Lisa DeCristofaro

	Name: Lisa DeCristofaro
	Title: SVP



  
 [Signature Page to First
Amendment] 












 
			
	 DBS BANK LTD., as
 a
Bank

		
	By:	 	 /s/ Josephine Lim

	Name: Josephine Lim
	Title: Senior Vice President



  
 [Signature Page to First
Amendment] 












 
			
	 National Westminster Bank plc, as
 a
Bank

		
	By:	 	 /s/ Jonathan Eady

	Name: Jonathan Eady
	Title: Director



  
 [Signature Page to First
Amendment] 












 
			
	 ROYAL BANK OF CANADA, as
 a
Bank

		
	By:	 	 /s/ Emily Grams

	Name: Emily Grams
	Title: Authorized Signatory



  
 [Signature Page to First
Amendment] 












 
			
	 MIZUHO BANK, LTD, as
 a
Bank

		
	By:	 	 /s/ John Davies

	Name:	 	John Davies
	 Title:
	 	Authorized Signatory



  
 [Signature Page to First
Amendment] 












 
			
	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	 /s/ Andy Reidell

	Name:	 	Andy Reidell
	Title:	 	Executive Director



  
 [Signature Page to First
Amendment] 












 
			
	 BARCLAYS BANK PLC, as
 a
Bank

		
	By:	 	 /s/ Edward Pan

	Name:	 	Edward Pan
	Title:	 	Vice President



  
 [Signature Page to First
Amendment] 












 
			
	 GAMSTAR US IV PTE LTD, as
 a
Bank

		
	By:	 	 /s/ Chew Hai Jong

	Name:	 	Chew Hai Jong
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Toh Tze Meng

	Name:	 	Toh Tze Meng
	Title:	 	Senior Vice President



  
 [Signature Page to First
Amendment] 












 
			
	 MUFG BANK LTD., as
 a
Bank

		
	By:	 	 /s/ Steve Aronowitz

	Name:	 	Steve Aronowitz
	Title:	 	Authorized Signatory



  
 [Signature Page to First
Amendment] 












 
			
	The Toronto-Dominion Bank, New York
	Branch, as a Bank
		
	By:	 	 /s/ Mike Tkach

	Name:	 	Mike Tkach
	Title:	 	Director



  
 [Signature Page to First
Amendment] 












 
			
	 The Huntington National Bank,
 as a
Bank

		
	By:	 	 /s/ Joseph Hricovsky

	Name:	 	Joseph Hricovsky
	Title:	 	Senior Vice President



  
 [Signature Page to First
Amendment] 












 
			
	Agricultural Bank of China Limited, New York Branch, as a Bank
		
	By:	 	 /s/ Nelson Chou

	Name:	 	Nelson Chou
	Title:	 	Senior Vice President & Head of Corporate Banking



  
 [Signature Page to First
Amendment] 












 
			
	 First National Bank of PA,
 as a
Bank

		
	By:	 	 /s/ David Diez

	Name:	 	David Diez
	Title:	 	Managing Director



  
 [Signature Page to First
Amendment] 












 
					
	Mediobanca International (Luxembourg) S.A., as
	a Bank
		
	By:	 	 /s/ Alessandro Ragni

	Name: Alessandro Ragni
	Title: Chief Executive Officer
		
	By:	 	 /s/ Stefano Pierucci

	Name: Stefano Pierucci
	Title: Authorised Signatory



  
 [Signature Page to First
Amendment] 












 
			
	Bank of Communications Co., Ltd., New York Branch, as
	a Bank
		
	By:	 	 /s/ Xuetao Wang

	Name: Xuetao Wang
	Title: Deputy General Manager



  
 [Signature Page to First
Amendment] 












 
			
	CITIZENS BANK, N.A., as
	a Bank
		
	By:	 	 /s/ Mark Guyeski

	Name: Mark Guyeski
	Title: Vice President



  
 [Signature Page to First
Amendment] 












 
			
	HSBC Bank USA, National Association, as
	a Bank
		
	By:	 	 /s/ Virginia Cosenza

	Name: Virginia Cosenza
	Title: Vice President #23310



  
 [Signature Page to First
Amendment] 












 
			
	BankUnited N.A., as
	a Bank
		
	By:	 	 /s/ Blaise R. Heid

	Name: Blaise R. Heid
	Title: Practice Leader – Healthcare Banking



  
 [Signature Page to First
Amendment] 












 
			
	FIRST HAWAIIAN BANK, as
	a Bank
		
	By:	 	 /s/ Christopher M. Yasuma

	Name: Christopher M. Yasuma
	Title: Vice President



  
 [Signature Page to First
Amendment] 












 
			
	AMERICAN SAVINGS BANK F.S.B., as
	a Bank
		
	By:	 	 /s/ Cyd Miyashiro

	Name: Cyd Miyashiro
	Title: First Vice President



  
 [Signature Page to First
Amendment] 












 
			
	THE CHIBA BANK, LTD., NEW YORK BRANCH, as
	a Bank
		
	By:	 	 /s/ Dai Hioki

	Name: Dai Hioki
	Title: General Manager



  
 [Signature Page to First
Amendment]