FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., and WELLS FARGO...Five Year Competitive Advance and Revolving Credit Facility Agreement • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Agreement”) dated as of July 30, 2012, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the “Lenders”), BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, “CBNA”), and as competitive advance facility agent (in such capacity, the “Advance Agent”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “JPMCB”; CBNA and JPMCB are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”).
FACE OF NOTE)Global Security Agreement • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
FACE OF NOTE)Indenture • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
BRISTOL-MYERS SQUIBB COMPANY and THE BANK OF NEW YORK MELLON, Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2012 to INDENTURE Dated as of June 1, 1993 0.875% Notes due 2017 2.000% Notes due 2022 3.250% Notes due 2042Supplemental Indenture • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2012 (the “Sixth Supplemental Indenture”), between Bristol-Myers Squibb Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 345 Park Avenue, New York, New York, 10154 (the “Company”), and The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”).
Bristol-Myers Squibb CompanyUnderwriting Agreement • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
The Securities are being issued in connection with the acquisition by B&R Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), of Amylin Pharmaceuticals, Inc., a Delaware corporation (“Amylin”), pursuant to an Agreement and Plan of Merger, dated as of June 29, 2012, by and among the Company, Merger Sub and Amylin (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub has commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.001 per share, of Amylin at a price of $31.00 per Share, net to the seller in cash but subject to any required withholding taxes. Pursuant to the Merger Agreement, after the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Amylin (the “Merger”), with Amylin surviving as a whol
