EX-10.2



 Exhibit 10.2 
 Execution Version 
 AMENDMENT NO. 1 TO CREDIT AGREEMENT

 This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of October 26, 2015 among
Baxter Healthcare SA, a corporation duly organized and existing under the laws of Switzerland (“Baxter Healthcare SA”), Baxter World Trade SPRL, a corporation duly organized and existing under the laws of Belgium (“Baxter
World Trade SPRL”) (Baxter Healthcare SA and Baxter World Trade SPRL are each individually a “Borrower” and collectively, the “Borrowers), J.P. Morgan Europe Limited, as administrative agent under the
hereinafter defined Credit Agreement (the “Administrative Agent”), the other financial institutions signatory hereto and, solely for purposes of Section 8 hereof, Baxter International Inc., a Delaware corporation. 

R E C I T A L S: 

A. The Borrowers, the Administrative Agent and the Banks are party to a Credit Agreement dated as of July 1, 2015 (the “Credit
Agreement”). 
 B. The Borrowers, the Administrative Agent and the undersigned Banks wish to amend the Credit Agreement on
the terms and conditions set forth below. 
 Now, therefore, in consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as follows: 
 1. Definitions. Unless otherwise specified herein, all
capitalized terms used herein shall have the meanings specified in the Credit Agreement. 
 2. Amendment to Credit
Agreement. Upon the Effective Time (as defined below), the definition of “Change of Control” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows: 

“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of fifty percent (50%) or more of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Guarantor or (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the
date hereof), other than the Guarantor or any of its Wholly-Owned Subsidiaries, of fifty percent (50%) or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of a Borrower. 

3. Representations and Warranties of the Borrowers. Each Borrower represents and warrants that: 

(a) the execution, delivery and performance by such Borrower of this Amendment have been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and 







 (b) no Event of Default or Unmatured Event of Default has occurred and is
continuing. 
 4. Effective Time. This Amendment shall become effective on the date (the “Effective
Time”) upon the execution and delivery hereof by the Borrowers, Baxter International Inc., the Administrative Agent and the Majority Banks. 
 5. Miscellaneous. 
 (a) Except as specifically amended
above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Bank under the Credit Agreement or any other
Loan Document, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 
 (c) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 

(d) This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an
original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic transmission shall be effective as delivery of manually executed
counterpart hereof. 
 (e) This Amendment is a Loan Document. 

6. Costs and Expenses. Each Borrower hereby affirms its obligation under Section 11.04 of the Credit Agreement to reimburse
the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the
reasonable and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto. 
 7.
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 

  
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 8. Reaffirmation. Baxter International Inc. hereby (a) consents to this
Amendment and each of the transactions referenced herein, (b) reaffirms its obligations under the Guaranty and (c) agrees that all references in any Loan Document to the “Credit Agreement” shall hereafter mean and be a reference
to the Credit Agreement as amended by this Amendment. 
 [signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written. 
  

			
	BAXTER HEALTHCARE SA
		
	By:	 	 /s/ Marcel Fausch

	Name:	 	Marcel Fausch
	Title:	 	Authorized Representative
		
	By:	 	 /s/ Justin Azzopardi

	Name:	 	Justin Azzopardi
	Title:	 	Authorized Representative
	
	BAXTER WORLD TRADE SPRL
		
	By:	 	 /s/ David P. Scharf

	Name:	 	David P. Scharf
	Title:	 	Authorized Representative



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	BAXTER INTERNATIONAL INC.
		
	By:	 	 /s/ David P. Scharf

	Name:	 	David P. Scharf
	Title:	 	Corporate Vice President and General Counsel



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	J.P. MORGAN EUROPE LIMITED,
	as Administrative Agent
		
	By:	 	 /s/ Belinda Lucas

	Name:	 	Belinda Lucas
	Title:	 	Associate



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Bank
		
	By:	 	 /s/ Alastair Stevenson

	Name:	 	Alastair Stevenson
	Title:	 	Managing Director



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	CITIBANK, N.A., London Branch
		
	By	 	 /s/ Laura Fogarty

		 	Name: Laura Fogarty
		 	Title: Vice President



  
 Signature
page to Baxter Healthcare First Amendment 








  

			
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By	 	 /s/ Julian Puddick

		 	Name: Julian Puddick
		 	Title: Director
		
	By	 	 /s/ Paul Hogan

		 	Name: Paul Hogan
		 	Title: Vice President



  
 Signature
page to Baxter Healthcare First Amendment 








  

			
	Bank of America, N.A.
		
	By	 	 /s/ Joseph L. Corah

		 	Name: Joseph L. Corah
		 	Title: Director



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	BARCLAYS BANK PLC
		
	By	 	 /s/ T. Pham

		 	Name: T. Pham
		 	Title: Director



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By	 	 /s/ Christopher Day

		 	Name: Christopher Day
		 	Title: Authorized Signatory
		
	By	 	 /s/ Karim Rahimtoola

		 	Name: Karim Rahimtoola
		 	Title: Authorized Signatory



  
 Signature
page to Baxter Healthcare First Amendment 








  

					
	DANSKE BANK A/S	 	
		
		 	 By /s/ Merete Ryvald-Christensen

		 	Name: Merete Ryvald-Christensen
		 	Title: Chief Loan Manager
		
	By	 	 /s/ Gerg Carstens

		 	Name: Gert Carstens
		 	Title: Senior Loan Manager



  
 Signature
page to Baxter Healthcare First Amendment 








 
			
	UBS AG, Stamford Branch
		
	By	 	 /s/ Denis Bushee

		 	Name: Denise Bushee
		 	Title: Associate Director
		
	By	 	 /s/ Craig Pearson

		 	Name: Craig Pearson
		 	Title: Associate Director


  

  
 Signature
page to Baxter Healthcare First Amendment