EXHIBIT 2 --------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT ----------------------------------- AMENDMENT No. 1 (the "Amendment"), dated April 27, 2000, to the Amended and Restated Rights Agreement, dated as of November 28, 1995, and Amended and Restated...Rights Agreement • May 12th, 2000 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Exhibit 10(b)(i) EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 24th day of April, 2000 (this "Agreement"), by and between Becton, Dickinson and Company, a New Jersey corporation (the "Company"), and (name) (the "Executive"). WHEREAS, the Board of...Employment Agreement • May 12th, 2000 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New Jersey
EXHIBIT 4(d) NOTE NO. G-1Becton Dickinson & Co • October 15th, 1996 • Surgical & medical instruments & apparatus
as Rights Agent Rights AgreementRights Agreement • December 14th, 1995 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
ANDIndenture • July 31st, 1997 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
ANDBecton Dickinson & Co • March 18th, 1997 • Surgical & medical instruments & apparatus • New York
PRICING AGREEMENT ----------------- Goldman, Sachs & Co. Chase Securities Inc. Citicorp Securities, Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004Pricing Agreement • August 4th, 1998 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
andRights Agreement • April 18th, 2000 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
ARTICLE ISale and Purchase Agreement • May 27th, 1998 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
EXHIBIT 1(a) Becton, Dickinson and Company Debt Securities and Warrants to Purchase Debt Securities Underwriting AgreementBecton Dickinson & Co • March 25th, 2003 • Surgical & medical instruments & apparatus
Becton, Dickinson and Company Debt Securities Underwriting AgreementUnderwriting Agreement • February 6th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $625,000,000 principal amount of its 4.874% Notes due 2029 (the “2029 Notes”) and (ii) $550,000,000 principal amount of its 5.110% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Securities”).
Pricing Agreement ----------------- Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004Exhibit 1 • October 15th, 1996 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
CAREFUSION CORPORATION AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee Indenture Dated as of July 21, 2009Becton Dickinson & Co • March 26th, 2015 • Surgical & medical instruments & apparatus • New York
THIS INDENTURE, dated as of July 21, 2009 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2005 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New Jersey
AGREEMENT, dated as of the 1st day of January, 2006 (this “Agreement”), by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and _____________ (the “Executive”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022Separation and Distribution Agreement • April 6th, 2022 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2022 (this “Agreement”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Among BECTON, DICKINSON AND COMPANY as Borrower and THE BANKS NAMED HEREIN as BanksYear Credit Agreement • August 13th, 2004 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Commercial Paper Dealer Agreement Between: Becton, Dickinson and Company, as Issuer and , as Dealer Concerning Notes to be issued pursuant to the Commercial Paper Issuing and Paying Agent Agreement, dated as of , between the Issuer and , as Issuing...Paper Dealer Agreement • January 6th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form attached hereto as Exhibit D (each, a “Note” and collectively, the “Notes”) through the Dealer.
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2013 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New Jersey
AGREEMENT, dated as of the day of , (this “Agreement”), by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and (the “Executive”).
Amendment to the Exclusivity AgreementExclusivity Agreement • September 1st, 2006 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware
Reference is made to the letter agreement, dated August 16, 2006 (the "Original Agreement") between Becton, Dickinson and Company ("BD") and TriPath Imaging, Inc. (the "Company") and the amendment thereof dated August 24, 2006. In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Company (the "Transaction"), BD and the Company hereby agree that the Termination Date, as defined in the Original Agreement, shall be further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. The Original Agreement shall remain in full force and effect except for such revision and extension of the Termination Date.
BECTON, DICKINSON AND COMPANY 6,250,000 Shares Common Stock ($1.00 par value) Underwriting AgreementBecton Dickinson & Co • May 26th, 2020 • Surgical & medical instruments & apparatus
Becton, Dickinson and Company, a corporation organized under the laws of the state of New Jersey (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $1.00 par value (“Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean e
BECTON, DICKINSON AND COMPANY 12,750,000 Shares Common Stock ($1.00 par value) Underwriting AgreementUnderwriting Agreement • May 16th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Becton, Dickinson and Company, a corporation organized under the laws of the state of New Jersey (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $1.00 par value (“Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean e
REGISTRATION RIGHTS AGREEMENT by and between Becton, Dickinson and Company, as Issuer, and Citigroup Global Markets Inc., as Dealer Manager Dated as of December 29, 2017Registration Rights Agreement • December 29th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of December, 2017, by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and Citigroup Global Markets Inc. (the “Dealer Manager”).
AGREEMENT AND PLAN OF MERGER dated as of April 23, 2017 among C. R. BARD, INC., BECTON, DICKINSON AND COMPANY and LAMBDA CORP.Agreement and Plan of Merger • April 24th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 23, 2017, among C. R. Bard, Inc., a New Jersey corporation (the “Company”), Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Lambda Corp., a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Corp”). Parent, Merger Corp and the Company are referred to individually as a “Party” and collectively as “Parties”.
Underwriting AgreementUnderwriting Agreement • February 7th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
6.00% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES B OF BECTON, DICKINSON AND COMPANY DEPOSIT AGREEMENT among BECTON, DICKINSON AND COMPANY, as Issuer, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly as Depositary,...Deposit Agreement • May 26th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
THIS DEPOSIT AGREEMENT dated as of May 26, 2020 among (i) BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), (iii) the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and (iv) the Record Holders from time to time of the Receipts (as hereinafter defined) issued under this Agreement.
CREDIT AGREEMENTCredit Agreement • May 16th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware
BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the banks (the “Banks”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”) as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:
Underwriting AgreementUnderwriting Agreement • February 22nd, 2018 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Barclays Bank PLC (the “Underwriter”) an aggregate of €300,000,000 principal amount of its 0.368% Notes due 2019 (the “Securities”).
Becton, Dickinson and Company Debt Securities Underwriting AgreementUnderwriting Agreement • November 8th, 2011 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of the 1.750% Notes due November 8, 2016 (the “2016 Securities”) and $1,000,000,000 principal amount of the 3.125% Notes due November 8, 2021 (the “2021 Securities”) of the Company (collectively, the “Securities”).
Becton Dickinson Medical Devices Co. Ltd., Suzhou P.R.C. 99% ------------------ ------------------------------------------------------------------------------- ---------------- Becton Dickinson Medical Products Pte. Ltd. Singapore 100% ---...Becton Dickinson & Co • December 21st, 2001 • Surgical & medical instruments & apparatus
Underwriting Agreement ---------------------- July 29, 1998 To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time Becton, Dickinson and Company, a...Pricing Agreement • August 4th, 1998 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
as Issuer BECTON, DICKINSON AND COMPANY as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 13, 2021 0.334% Notes due 2028 1.336% Notes due 2041Paying Agency Agreement • August 13th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 13, 2021, among Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 412 F route d’Esch, L-1471 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B234229 (the “Company”), Becton, Dickinson and Company, a New Jersey corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 25th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into by and among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Company”), Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilite limitée) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg register of commerce and companies (Registre de commerce et des sociétés, Luxembourg) under number B234299 (“BD Euro Finance”), and the other Designated Subsidiaries party hereto, the Lenders (as hereinafter defined) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
BECTON, DICKINSON AND COMPANY 30,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 6.00% Mandatory Convertible Preferred Stock, Series B ($1.00 par value) Underwriting AgreementBecton Dickinson & Co • May 26th, 2020 • Surgical & medical instruments & apparatus
The Preferred Stock will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), Computershare Trust Company, N.A. acting as registrar and transfer agent, and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will initially represent the right to receive a 1/20th ownership interest in a share of the Preferred Stock pursuant to the Deposit Agreement. The terms of the Preferred Stock will be set forth in a certificate of amendment (the “Certificate of Amendment”) to be filed by the Company with the State of New Jersey Department of Treasury.
CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 2009 To the Indenture dated as of July 21, 2009 4.125% Senior Notes due 2012 5.125% Senior Notes due 2014 6.375% Senior Notes...First Supplemental Indenture • March 26th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of July 21, 2009 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).
CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of May 22, 2014 To the Indenture dated as of July 21, 2009 $300,000,000 1.450% Senior Notes due 2017 $400,000,000 3.875% Senior Notes due...Third Supplemental Indenture • March 26th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of May 22, 2014 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).
