EX-10.3




 Exhibit 10.3 

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 Five-Year 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 
 (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Financial Covenant
Spring”. 
 (b) 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













			
	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


 [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] 











 
			
	BANK OF AMERICA, N.A., as
	a Bank
		
	By:	 	 /s/ Darren Merten

	Name:	 	Darren Merten
	Title:	 	Director


 [Signature Page to First Amendment] 











 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
		
	By:	 	 /s/ Ming K. Chu

	Name: Ming K. Chu
	Title: Director
		
	By:	 	 /s/ Annie Chung

	Name: Annie Chung
	Title: 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] 











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

	Name: Mike Tkach
	Title: Director


 [Signature Page to First Amendment] 











 
			
	U.S. BANK NATIONAL ASSOICATION, as
	a Bank
		
	By:	 	 /s/ Michael West

	Name: Michael West
	Title: Senior Vice President


 [Signature Page to First Amendment] 











 
			
	Wells Fargo Bank, National Association, as
	a Bank
		
	By:	 	 /s/ Andrea Chen

	Name: Andrea Chen
	Title: Managing Director


 [Signature Page to First Amendment] 











 
			
	Bank of China, Chicago Branch, as a Bank
		
	By:	 	 /s/ Xu Yang

	Name: Xu Yang
	Title: SVP


 [Signature Page to First Amendment] 











 
			
	CREDIT SUISSE AG, NEW YORK BRANCH, as
	a Bank
		
	By:	 	 /s/ Doreen Barr

	Name: Doreen Barr
	Title: Authorized Signatory
		
	By:	 	 /s/ Wesley Cronin

	Name: Wesley Cronin
	Title: Authorized Signatory


 [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] 











 
			
	MIZUHO BANK, LTD., as
	a Bank
		
	By:	 	 /s/ John Davies

	Name: John Davies
	Title: Authorized Signatory


 [Signature Page to First Amendment] 











 
			
	Goldman Sachs Bank USA, as
	a Bank
		
	By:	 	 /s/ Keshia Leday

	Name: Keshia Leday
	Title: Authorized Signatory


 [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] 











 
			
	MORGAN STANLEY BANK, N.A., as
	a Bank
		
	By:	 	 /s/ Jake Dowden

	Name: Jake Dowden
	Title: Authorized Signatory


 [Signature Page to First Amendment]