Exchange and Registration Rights AgreementBristol Myers Squibb Co • November 12th, 2003 • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 4.00% Senior Notes due 2008 and 5.25% Senior Notes due 2013. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Bristol-Myers Squibb Company Floating Rate Convertible Senior Debentures due 2023 Registration Rights AgreementRegistration Rights Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its Floating Rate Convertible Senior Debentures due 2023 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, ABN AMRO BANK N.V., BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, New York Branch as...Revolving Credit Facility Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Agreement”) dated as of September 11, 2001, 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”), ABN AMRO BANK N.V., BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, NEW YORK BRANCH, as co-syndication agents, THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, “Chase”), and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, “Citibank”; Chase and Citibank are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as competitive advance facility agent (in such capacity, the “Advance Agent”).
Purchase AgreementPurchase Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
The Purchasers and other holders (including subsequent transferees) of Securities in registered form will be entitled to the benefits of the registration rights agreement, to be dated as of the First Time of Delivery (as defined in Section 4) (the “Registration Rights Agreement”), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will agree to file with the United States Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein a registration statement under the United States Securities Act of 1933, as amended (the “Act”), relating to the resale of the Securities and shares of Stock initially issuable upon conversion of the Securities by holders thereof, and to use its reasonable efforts to cause such shelf registration statement to be declared effective as provided therein.
Purchase AgreementPurchase Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
The Purchasers and other holders (including subsequent transferees) of Securities will be entitled to the benefits of the exchange and registration rights agreement, to be dated as of the Time of Delivery (as defined in Section 4 hereof) (the “Registration Rights Agreement”), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will agree to file with the United States Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein a registration statement under the United States Securities Act of 1933, as amended (the “Act”), relating to the exchange of the Securities by holders thereof, and to use its reasonable efforts to cause such registration statement to be declared effective as provided therein.
FACE OF NOTE)Bristol Myers Squibb Co • November 12th, 2003 • Pharmaceutical preparations
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
