BAXTER INTERNATIONAL INC (Form: 8-K, Received: 03/21/2024 16:34:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 21, 2024


Baxter International Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-4448			36-0781620
(Commission File Number)			(I.R.S. Employer Identification No.)

One Baxter Parkway, Deerfield, Illinois			60015
(Address of principal executive offices)			(Zip Code)

(224)948-2000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

BAX (NYSE)

New York Stock Exchange

NYSE Chicago

0.4% Global Notes due 2024

BAX 24

New York Stock Exchange

1.3% Global Notes due 2025

BAX 25

New York Stock Exchange

1.3% Global Notes due 2029

BAX 29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreements

Amendment to Existing U.S. $4,000,000,000 Term Loan Credit Agreement

On March 21, 2024, Baxter International Inc. (“Baxter”) entered into a fourth amendment (the “Term Loan Fourth Amendment”) to the existing $4.0 billion term loan credit facility, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022, and that certain Third Amendment, dated as of March 13, 2023, among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the Term Loan Fourth Amendment is to amend the net leverage ratio covenant to increase the maximum net leverage ratio for the six fiscal quarters ending June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025.

The description above is a summary of the Term Loan Fourth Amendment and is qualified in its entirety by the complete text of the Term Loan Fourth Amendment, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference. Capitalized terms used under this “Amendment to Existing U.S. $4,000,000,000 Term Loan Credit Agreement” subsection that are not defined herein have the meanings given to them in the Term Loan Fourth Amendment.

Amendment to Existing U.S. $2,500,000,000 Five-Year Credit Agreement

On March 21, 2024, Baxter entered into a fourth amendment (the “USD Revolving Fourth Amendment”) to the existing $2.5 billion, five-year revolving credit agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022, and that certain Third Amendment, dated as of March 13, 2023, among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the USD Revolving Fourth Amendment is to amend the net leverage ratio covenant to (i) increase the maximum net leverage ratio for the six fiscal quarters ending June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025, and (ii) provide for the reduction of the Commitments to $2,000,000,000, on the earlier of (A) September 30, 2024 and (B) the date of the sale or spinoff of Baxter's Kidney Care business.

The description above is a summary of the USD Revolving Fourth Amendment and is qualified in its entirety by the complete text of the USD Revolving Fourth Amendment, a copy of which is attached to this report as Exhibit 10.2 and incorporated herein by reference. Capitalized terms used under this “Amendment to Existing U.S. $2,500,000,000 Five-Year Credit Agreement” subsection that are not defined herein have the meanings given to them in the USD Revolving Fourth Amendment.

Amendment to Guaranty for Existing €200,000,000 Credit Agreement

On March 21, 2024, Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers (the “Euro Borrowers”), their existing lender group, Baxter, as Guarantor, and J.P. Morgan SE, as Administrative Agent, entered into a third guaranty amendment (the “Euro Amendment”) to the existing amended and restated guaranty agreement, dated as of October 1, 2021, as amended by that certain Second Amendment, dated as of September 28, 2022, and that certain Second Guaranty Amendment, dated as of March 13, 2023, by Baxter in favor of J.P. Morgan SE in connection with the existing €200 million revolving credit facility, dated as of December 20, 2019, as amended by that certain First Amendment, dated as of October 1, 2021, and that certain Second Amendment, dated as of September 28, 2022, among the Euro Borrowers, as Borrowers, various lenders, and J.P. Morgan SE, as Administrative Agent. The purpose of the Euro Amendment is to increase the maximum net leverage ratio covenant in the guaranty agreement for the six fiscal quarters ending June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025.

The description above is a summary of the Euro Amendment and is qualified in its entirety by the complete text of the Euro Amendment, a copy of which is attached to this report as Exhibit 10.3 and incorporated herein by reference. Capitalized terms used under this “Amendment to Guaranty for Existing €200,000,000 Credit Agreement” subsection that are not defined herein have the meanings given to them in the Euro Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description

10.1						Fourth Amendment, dated as of March 21, 2024, to the Credit Agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022, and that certain Third Amendment, dated as of March 13, 2023, among Baxter International Inc. as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein.

10.2						Fourth Amendment, dated as of March 21, 2024, to the Five-Year Credit Agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022, and that certain Third Amendment, dated as of March 13, 2023, among Baxter International Inc. as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein.

10.3						Third Guaranty Amendment, dated as of March 21, 2024, to the Amended and Restated Guaranty, dated as of October 1, 2021, as amended by that certain Second Amendment, dated as of September 28, 2022, and that certain Second Guaranty Amendment, dated as of March 13, 2023, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, J.P. Morgan SE, as Administrative Agent and certain other financial institutions named therein.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 21, 2024


			BAXTER INTERNATIONAL INC.

			By:			/s/ Ellen K. Bradford
			Name:			Ellen K. Bradford
			Title:			Senior Vice President and Corporate Secretary

Exhibit 10.1

FOURTH AMENDMENT

FOURTH AMENDMENT, dated as of March 21, 2024 (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 by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022 and that Third Amendment, dated as of March 13, 2023 (as further 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:

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			5.25 to 1.00
June 30, 2023			5.50 to 1.00
September 30, 2023			5.50 to 1.00
December 31, 2023			5.25 to 1.00
March 31, 2024			5.00 to 1.00
June 30, 2024			4.75 to 1.00
September 30, 2024			4.75 to 1.00
December 31, 2024			4.75 to 1.00
March 31, 2025			4.75 to 1.00
June 30, 2025			4.25 to 1.00
September 30, 2025			4.00 to 1.00
December 31, 2025 and thereafter			3.75 to 1.00

provided, however, for any fiscal quarter ended after September 30, 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 Fourth Amendment Effective Date (as defined below) 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 “Fourth 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 Fourth 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 March 13, 2024, 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 Fourth Amendment Effective Date, to the extent invoiced at least two Business Days prior to the Fourth 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 Fourth

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 Fourth 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 Fourth 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 that (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.

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 Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: /s/ Charles W. Shaw
Name: Charles W. Shaw
Title: Executive Director

[Signature Page to Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as a Bank

By: /s/ Charles W. Shaw
Name: Charles W. Shaw
Title: Executive Director

[Signature Page to Fourth Amendment]

Wells Fargo, National Association, as a Bank

By: /s/ Andrea Chen
Name: Andrea Chen
Title: Managing Director

[Signature Page to Fourth Amendment]

U.S. BANK NATIONAL ASSOCIATION, as a Bank

By: /s/ Michael West
Name: Michael West
Title: Senior Vice President

[Signature Page to Fourth Amendment]

CITIBANK, N.A., as a Bank

By: /s/ Eugene Yermash
Name: Eugene Yermash
Title: Vice President

[Signature Page to Fourth Amendment]

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

By: /s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director

By: /s/ Armen Semizian
Name: Armen Semizian
Title: Managing Director

[Signature Page to Fourth Amendment]

PNC BANK, NATIONAL ASSOCIATION, as a Bank

By: /s/ Donna Benson
Name: Donna Benson
Title: Assistant Vice President

[Signature Page to Fourth Amendment]

Scotia Financing (USA) LLC., as a Bank

By: /s/ Michelle Phillips
Name: Michelle Phillips
Title: President & CEO Scotia Financing

(USA) LLC.

[Signature Page to Fourth Amendment]

Société Générale, as a Bank

By: /s/ Shelly Yu
Name: Shelly Yu
Title: Director

[Signature Page to Fourth Amendment]

DBS BANK LTD., as a Bank

By: /s/ Kate Khoo
Name: Kate Khoo
Title: Vice President

[Signature Page to Fourth Amendment]

National Westminster Bank plc, as a Bank

By: /s/ Jonathan Eady
Name: Jonathan Eady
Title: Director

[Signature Page to Fourth Amendment]

Royal Bank of Canada, as a Bank

By: /s/ Sean Young
Name: Sean Young
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

The Northern Trust Company, as a Bank

By: /s/ Lisa DeCristofaro
Name: Lisa DeCristofaro
Title: SVP

[Signature Page to Fourth Amendment]

BANK OF THE PHILIPPINE ISLANDS, as a Bank

By: /s/ Maria Teresa Anna K. Lim
Name: Maria Teresa Anna K. Lim
Title: Division Head, Institutional Banking Multinationals & Sectors

[Signature Page to Fourth Amendment]

FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Bank

By: /s/ Andy Reidell
Name: Andy Reidell
Title: Executive Director

[Signature Page to Fourth Amendment]

MIZUHO BANK, LTD., as a Bank

By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director

[Signature Page to Fourth Amendment]

MUFG BANK, LTD., as a Bank

By: /s/ Reema Sharma
Name: Reema Sharma
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Bank

By: /s/ Mike Tkach
Name: Mike Tkach
Title: Authorized Signatory

[Signature Page to Fourth 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 Fourth Amendment]

The Huntington National Bank, as a Bank

By: /s/ Joseph D. Hricovsky
Name: Joseph D. Hricovsky
Title: Senior Vice President

[Signature Page to Fourth Amendment]

First National Bank of Pennsylvania, as a Lender

By: /s/ David Diez
Name: David Diez
Title: Managing Director

[Signature Page to Fourth Amendment]

MB FUNDING LUX S.A., as
a Bank

By: /s/ Alessandro Ragni
Name: Alessandro Ragni
Title: Director

By: /s/ Alessandro Linguanotto
Name: Alessandro Linguanotto
Title: Director

[Signature Page to Fourth Amendment]

CITIZENS BANK, N.A., as a Bank

By: /s/ Sarah Willett
Name: Sarah Willett
Title: Managing Director

[Signature Page to Fourth Amendment]

BankUnited N.A., as a Bank

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

[Signature Page to Fourth Amendment]

FIRST HAWAIIAN BANK, N.A., as a Bank

By: /s/ Stephen Agnew-Miller
Name: Stephen Agnew-Miller
Title: Vice President

[Signature Page to Fourth Amendment]

The Chiba Bank, New York Branch, as a Bank

By: /s/ Dai Hioki
Name: Dai Hioki
Title: General Manager

[Signature Page to Fourth Amendment]

HSBC Bank USA, National Association, as a Bank

By: /s/ David Filipezak
Name: David Filipezak
Title: Director

[Signature Page to Fourth 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: Authorized Signatory

[Signature Page to Fourth Amendment]

Exhibit 10.2

FOURTH AMENDMENT

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 by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022 and that certain Third Amendment, dated as of March 13, 2023 (as further 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;

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 adding the following definition in alphabetical order:

“Separation Effectiveness Date” means the date of the sale or spinoff of the Borrower’s Kidney Care business as disclosed in the Current Report on Form 8-K with the SEC filed on March 4, 2024.

(b) Section 5.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 5.05. Reduction of the Commitments

(a) The Borrower may, upon at least three (3) Business Days’ written notice to the Administrative Agent, terminate in whole or reduce ratably in part the respective Commitments of the Banks on a permanent basis; provided that (i) any such reduction shall not cause the Aggregate Commitments to be less than the Aggregate Revolving Credit Exposure at such time,

and (ii) in the case of any partial reduction of the Commitments, such partial reduction shall be in an aggregate amount not less than the lesser of (A) $20,000,000 (or an integral multiple of $5,000,000 in excess thereof) and (B) the amount by which the Aggregate Commitments exceed the Aggregate Revolving Credit Exposure at such time. Such notice of termination or reduction may be conditioned on the effectiveness of other credit facilities, an acquisition, investment, Change of Control or any other financing or sale transaction.

(b) Unless previously reduced to an aggregate amount equal to or less than $2,000,000,000, the Commitments shall be reduced ratably such that the Aggregate Commitments are equal to $2,000,000,000 on the earlier of (i) September 30, 2024 and (ii) the Separation Effectiveness Date. In the event the Separation Effectiveness Date occurs prior to September 30, 2024, unless the Commitments have previously been reduced to an aggregate amount equal to or less than $2,000,000,000, the Borrower shall provide written notice to the Administrative Agent that the Separation Effectiveness Date has occurred and the reduction of Commitments pursuant to this Section 5.05(b) shall occur on such date.

(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			5.25 to 1.00
June 30, 2023			5.50 to 1.00
September 30, 2023			5.50 to 1.00
December 31, 2023			5.25 to 1.00
March 31, 2024			5.00 to 1.00
June 30, 2024			4.75 to 1.00
September 30, 2024			4.75 to 1.00


December 31, 2024			4.75 to 1.00
March 31, 2025			4.75 to 1.00
June 30, 2025			4.25 to 1.00
September 30, 2025			4.00 to 1.00
December 31, 2025 and thereafter			3.75 to 1.00

ARTICLE 2.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Banks party hereto that:

(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 “Fourth 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 Fourth 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 Fourth 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

(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, as the case may be, 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.

(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 Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: /s/ Charles W. Shaw
Name: Charles W. Shaw
Title: Executive Director

[Signature Page to Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as a Bank

By: /s/ Charles W. Shaw
Name: Charles W. Shaw
Title: Executive Director

[Signature Page to Fourth Amendment]

BANK OF AMERICA, N.A., as a Bank

By: /s/ Darren Merten
Name: Darren Merten
Title: Director

[Signature Page to Fourth Amendment]

CITIBANK, N.A., as a Bank

By: /s/ Eugene Yermash
Name: Eugene Yermash
Title: Vice President

[Signature Page to Fourth Amendment]

BARCLAYS BANK PLC, as a Bank

By: /s/ Warren Veech III
Name: Warren Veech III
Title: Vice President

[Signature Page to Fourth 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: Managing Director

[Signature Page to Fourth Amendment]

Goldman Sachs Bank USA, as a Bank

By: /s/ Priyankush Goswami
Name: Priyankush Goswami
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

HSBC Bank USA, National Association, as a Bank

By: /s/ David Filipezak
Name: David Filipezak
Title: Director

[Signature Page to Fourth Amendment]

MIZUHO BANK, LTD., as a Bank

By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director

[Signature Page to Fourth Amendment]

THE TORONTO-DOMINION BANK, NEW
YORK BRANCH, as a Bank

By: /s/ Mike Tkach
Name: Mike Tkach
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

U.S. BANK NATIONAL ASSOCIATION, as a Bank

By: /s/ Michael West
Name: Michael West
Title: Senior Vice President

[Signature Page to Fourth Amendment]

Wells Fargo, National Association, as a Bank

By: /s/ Andrea Chen
Name: Andrea Chen
Title: Managing Director

[Signature Page to Fourth Amendment]

THE BANK OF NOVA SCOTIA, as a Bank

By: /s/ Iain Stewart
Name: Iain Stewart
Title: Managing Director

[Signature Page to Fourth Amendment]

MORGAN STANLEY BANK, N.A., as a Bank

By: /s/ Rikin Pandya
Name: Rikin Pandya
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

MUFG BANK, LTD., as a Bank

By: /s/ Reema Sharma
Name: Reema Sharma
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

Exhibit 10.3

THIRD GUARANTY AMENDMENT

THIRD GUARANTY AMENDMENT (this “Amendment”), dated as of March 21, 2024, to the Amended and Restated Guaranty, dated as of October 1, 2021, as amended by that certain Second Amendment, dated as of September 28, 2022 and that certain Second Guaranty Amendment, dated as of March 13, 2023 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Guaranty”), by Baxter International, Inc., as guarantor, in favor of J.P. Morgan SE, as administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement, dated as of December 20, 2019, as amended by that certain First Amendment, dated as of October 1, 2021 and that certain Second Amendment, dated as of September 28, 2022 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among BAXTER HEALTHCARE SA, a corporation duly organized and existing under the laws of Switzerland (“Baxter Healthcare SA”), BAXTER WORLD TRADE SRL, a private limited liability company duly incorporated under the laws of Belgium, with statutory seat at Boulevard René Branquart 80, 7860 Lessines (Belgium) and registered with the Crossroad Bank for Enterprises under number 0426.694.684 (“Baxter World Trade SRL” and, together with Baxter Healthcare SA, the “Borrowers”), Baxter International Inc., a Delaware corporation (the “Guarantor”), the several banks party thereto (the “Banks”), the Administrative Agent and each other party thereto.

WHEREAS, the Guarantor and the Administrative Agent entered into the Guaranty pursuant to which the Guarantor provided a guarantee of the Guaranteed Obligations (as defined in the Guaranty);

WHEREAS, the Guarantor and the Administrative Agent, at the instruction of the Banks, wish to make certain amendments to the Guaranty as described herein; and

WHEREAS, in furtherance thereof, each party hereto hereby consents to the modifications to the Guaranty as set forth in Section 2 below (the Guaranty, as hereby modified by this Amendment, the “Amended Guaranty”).

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments. The Borrowers, the Guarantor, the Banks party hereto and the Administrative Agent agree that the Guaranty is, effective as of the Third Amendment Effective Date (as defined below), hereby amended as follows:

Section 12(m) of the Guaranty is hereby amended and restated in its entirety as follows:

(m) 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			5.25 to 1.00
June 30, 2023			5.50 to 1.00
September 30, 2023			5.50 to 1.00
December 31, 2023			5.25 to 1.00
March 31, 2024			5.00 to 1.00
June 30, 2024			4.75 to 1.00
September 30, 2024			4.75 to 1.00
December 31, 2024			4.75 to 1.00
March 31, 2025			4.75 to 1.00
June 30, 2025			4.25 to 1.00
September 30, 2025			4.00 to 1.00
December 31, 2025 and thereafter			3.75 to 1.00

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on and as of the date (the “Third Amendment Effective Date”) upon which the following conditions shall have been satisfied (or waived in accordance with Section 10 of the Guaranty):

(a) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each Borrower, the Guarantor, the Banks constituting the Majority Banks under the Credit Agreement and the Administrative Agent;

(b) No event has occurred and is continuing on the Third Amendment Effective Date or shall result from the effectiveness of this Amendment which constitutes an Event of Default or an Unmatured Event of Default;

(c) Immediately before and after giving effect to this Amendment, the representations and warranties contained in Section 7.01 of the Credit Agreement and in Section 11 of the Amended Guaranty are true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, it is true and correct in all respects) on and as of the Third Amendment Effective Date as though made on and as of Third Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, it is true and correct in all respects) as of such earlier date);

(d) The Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by the chief financial officer of the Guarantor or another officer of the Guarantor acceptable to the Administrative Agent certifying as to compliance with Sections 3(b) and 3(c) of this Amendment.

(e) At least three (3) Business Days prior to the Third Amendment Effective Date, all documentation and other information regarding the Borrowers that any Bank has requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, to the extent requested in writing of the Borrowers at least five (5) Business Days prior to the Third Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, any Bank that has requested, in a written notice to the Borrowers at least five (5) Business Days prior to the Third Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed to be satisfied).

(j) The Banks and the Administrative Agent shall have received all fees required to be paid pursuant to that certain Fee Letter, dated as of March 13, 2024, among the Borrower and the Administrative Agent, and all expenses for which invoices have been presented at least two Business Days prior to the Third Amendment Effective Date, on the Third Amendment Effective Date.

SECTION 4. Representations and Warranties. On and as of the Third Amendment Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Bank that this Amendment has been duly authorized by all necessary corporate or other organizational action. This Amendment has been duly executed and delivered by each Loan Party party hereto and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 5. No Other Amendment or Waivers; Confirmation. This Amendment shall not constitute a novation of any Guaranteed Obligations (as defined in the Amended Guaranty). Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as an amendment or waiver of any other provision of the Guaranty or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of any Loan Party that would require the waiver or consent of the Administrative Agent, the Banks, the Swingline Banks or the Issuing Banks.

SECTION 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO

HEREBY AGREES AS SET FORTH IN SECTIONS 11.04, 11.08, 11.09 and 11.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.

SECTION 7. Miscellaneous. (a) This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, taken together with all of the other documents, instruments and certificates contemplated herein to be delivered by the Loan Parties, embodies the entire agreement and supersedes all prior agreements, written and oral, relating to the subject matter hereof as among the Loan Parties, the Banks party hereto and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment to the extent and as provided for under any applicable laws. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include, as the case may be, Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), 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; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, that (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Banks, and any Loan Party, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Amendment shall have the same legal effect, validity and enforceability as any paper original, (B) agrees that the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

(b) The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including permitted assignees of its Advances in whole or in part prior to effectiveness hereof).

SECTION 8. Severability. If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 10. Construction. On and after the Third Amendment Effective Date, each reference in the Guaranty to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Guaranty in any other Loan Document, shall be deemed a reference to the Amended Guaranty. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 11. Loan Party Acknowledgments. (a) Each Loan Party hereby (i) expressly acknowledges the terms of the Credit Agreement and the Amended Guaranty, (ii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect and (iv) further confirms that each Loan Document to which it is a party is and shall continue to be in full force and effect and the same are hereby ratified and confirmed in all respects.

(b) (i) Each Loan Party hereby reaffirms, as of the Third Amendment Effective Date, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii) the Guarantor hereby reaffirms, as of the Third Amendment Effective Date, its guarantee of payment of the Guaranteed Obligations (as defined in the Amended Guaranty) pursuant to the Amended Guaranty.

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.


BORROWERS: BAXTER HEALTHCARE SA

By:
			/s/ Karen Leets
			Name: Karen Leets
			Title: Special attorney-in-fact
BAXTER WORLD TRADE SRL

By:
			/s/ Karen Leets
			Name: Karen Leets
			Title: Special attorney-in-fact


GUARANTOR: BAXTER INTERNATIONAL INC.

By:
			/s/ Karen Leets
			Name: Karen Leets
			Title: Senior Vice President and Treasurer

[Signature Page to Third Amendment]


J.P. MORGAN SE, as Administrative Agent

By:
			/s/ Sumesh Santhosh
			Name: Sumesh Santhosh
			Title: Associate, Authorized Signatory

[Signature Page to Third Amendment]

J.P. MORGAN SE, individually as a Bank

By: /s/ Aziz Boulahiati

Name: Aziz Boulahiati

Title: Executive Director

By: /s/ Erik van Vliet

Name: Erik van Vliet

Title: Executive Director

[Signature Page to Third Amendment]

CITIBANK, N.A., LONDON BRANCH,

individually as a Bank

By: /s/ Eugene Yermash

Name: Eugene Yermash

Title: Vice President

[Signature Page to Third Amendment]

Deutsche Bank Luxembourg S.A., individually as a

Bank

By: /s/ Marlene Heinemann

Name: Marlene Heinemann

Title: Vice President

By: /s/ Sven Walther

Name: Sven Walther

Title: Vice President

[Signature Page to Third Amendment]

BARCLAYS BANK PLC, individually as a Bank

By: /s/ Warren Veech III

Name: Warren Veech III

Title: Vice President

[Signature Page to Third Amendment]

BANK OF AMERICA, N.A., individually as a

Bank

By: /s/ Darren Merten

Name: Darren Merten

Title: Director

[Signature Page to Third Amendment]

THE TORONTO-DOMINION BANK, NEW

YORK BRANCH, individually as a Bank

By: /s/ Mike Tkach

Name: Mike Tkach

Title: Authorized Signatory

[Signature Page to Third Amendment]

U.S. BANK NATIONAL ASSOCIATION, individually as a Bank

By: /s/ Michael West

Name: Michael West

Title: Senior Vice President

[Signature Page to Third Amendment]

Wells Fargo, National Association, individually as a Bank

By: /s/ Andrea Chen

Name: Andrea Chen

Title: Managing Director

[Signature Page to Third Amendment]