Purchase Agreement



 EXHIBIT 4l 
  

Bristol-Myers Squibb Company 
  
 4.00% Senior Notes due 2008 
 5.25%
Senior Notes due 2013 
  

  
 Purchase Agreement 
  
 August 12, 2003 
  
 Goldman, Sachs & Co., 
 J.P. Morgan Securities Inc.  
     As representatives of the
several Purchasers  
     named in Schedule I hereto, 
 c/o Goldman, Sachs & Co., 
 85 Broad Street, 
 New York, New York 10004. 
  
 Ladies and Gentlemen: 
  
 Bristol-Myers Squibb Company, a Delaware corporation (the
“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $400,000,000 principal amount of the 4.00% Senior Notes
due 2008 (the “2008 Notes”) and $600,000,000 principal amount of the 5.25% Senior Notes due 2013 (the “2013 Notes” and, together with the 2008 Notes, the “Securities”). 
  
 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. 







 1. The Company represents and warrants to, and agrees with, each of the Purchasers that: 
  
 (a) A preliminary offering circular, dated August 12, 2003
(the “Preliminary Offering Circular”), and an offering circular, dated August 12, 2003 (the “Offering Circular”), and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 2003 and June 30, 2003, and Current Reports on Form 8-K dated January 7, 2003, February 27, 2003, March 10, 2003, April 29, 2003 (excluding any information furnished pursuant to Item 9 or 12
thereof), July 22, 2003 and July 24, 2003 (excluding any information furnished pursuant to Items 9 or 12 thereof), which are incorporated by reference in the Preliminary Offering Circular and the Offering Circular, have been prepared in connection
with the offering of the Securities. Any reference to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K and all subsequent documents filed
with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Preliminary Offering Circular or the Offering Circular, as
the case may be, and any reference to the Preliminary Offering Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission
pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined
in Section 5(f)) furnished by the Company prior to the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular or the Offering Circular, as
the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the
applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did
not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through
Goldman, Sachs & Co. expressly for use therein; 
  
 (b) Neither the Company nor any of its Significant Subsidiaries, as defined in Rule 1-02(w) of Regulation S-X under the Act (the “Significant Subsidiaries”), has sustained since the date of the latest audited financial statements
incorporated by reference in the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, there has not been any change in the capital stock or long-term debt of
the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or
results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Circular; 
  

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 (c) The Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular; 
  
 (d) The Company has an authorized capitalization as set
forth in the Offering Circular and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; 
  
 (e) The Securities have been duly authorized, and, when issued, duly authenticated pursuant to the Indenture
and delivered to and paid for by the Purchasers pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided
by the Indenture, dated as of June 1, 1993 (the “Indenture”), between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee, as supplemented by the Third Supplemental Indenture, to be dated as of August 18,
2003, between the Company and JPMorgan Chase Bank (the “Trustee”), under which they are to be issued, which is substantially in the form previously delivered to you; the Indenture has been duly authorized and, at the Time of Delivery, the
Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities will conform, to the descriptions thereof contained in the Offering Circular and will be in substantially the form previously delivered to you;

  
 (f) None of the transactions contemplated by
this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation,
Regulations G, T, U and X of the Board of Governors of the Federal Reserve System; 
  
 (g) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture,
the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except for
such breaches, violations and defaults that individually and in the aggregate would not reasonably be expected to have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of
operations of the Company and its subsidiaries (a “Material Adverse Effect”), (ii) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company, or (iii) result in any violation of any statute or
any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such breaches, violations and defaults that individually and in the aggregate would not reasonably be
expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the 
  

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 Securities or the consummation by the Company of the transactions contemplated by this Agreement, the
Registration Rights Agreement or the Indenture, except (i) such as is required to be obtained under the Act and the United States Trust Indenture Act of 1939 (the “Trust Indenture Act”) in connection with the transactions contemplated by
the Registration Rights Agreement, (ii) those which if not obtained would not have a Material Adverse Effect on the consummation by the Company of the transactions contemplated by this Agreement and (iii) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers; 
  
 (h) The statements set forth in the Offering Circular under the caption “Description of Notes”,
insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate,
complete and fair; 
  
 (i) Neither the Company
nor any of its Significant Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for such violations that individually and in the aggregate would not reasonably be expected to have a
Material Adverse Effect; 
  
 (j) Other than as
set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property of the Company or any of its Significant Subsidiaries is the
subject which, if determined adversely to the Company or any of its Significant Subsidiaries, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, to the best of the Company’s knowledge, no
such proceedings are threatened or contemplated by governmental authorities or threatened by others; 
  
 (k) When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the
meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system; 
  
 (l) Except as described in the Offering Circular, to the
Company’s knowledge, the Company and its Significant Subsidiaries own, possess or have the right to employ sufficient patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, software, systems or procedures), trademarks, service marks and trade names, inventions, computer programs, technical data and information (collectively, the “Intellectual Property
Rights”) reasonably necessary to conduct their businesses as now conducted. Neither the Company nor any of its Significant Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of
the Intellectual Property Rights except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. Except as described
in the Offering Circular, to the Company’s knowledge the use of the Intellectual Property Rights in connection with the business and operations of the Company and its subsidiaries does not infringe on the rights of any person, except as could
not reasonably be expected to individually or in the aggregate result in a Material Adverse Effect; 
  

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 (m) Neither the Company nor any of the Significant Subsidiaries (i) is in violation of
any statute, or any rule, regulation, decision or order of any governmental agency or body or any court relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or
human exposure to hazardous or toxic substances (collectively, “environmental laws”), (ii) owns or operates any real property which, to its knowledge, is contaminated with any substance that is subject to any environmental laws, (iii) is,
to its knowledge, liable for any off-site disposal or contamination pursuant to any environmental laws or (iv) has received any written notice of any claim under any environmental laws and the Company is not aware of any pending investigation which
could reasonably be expected to lead to such a claim, in each such case, which violation, contamination, liability or claim could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 
  
 (n) The Company is subject to Section 13 or 15(d) of the
Exchange Act; 
  
 (o) The Company is not
and, after giving effect to the offering and sale of the Securities, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); 
  
 (p) Neither the Company, nor any person acting on its behalf
has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act; 
  
 (q) Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any
person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company will take reasonable precautions designed to insure that any offer or sale,
direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution
of the Securities has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United
States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act; and 
  
 (r) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent
public accountants as required by the Act and the rules and regulations of the Commission thereunder. 
  
 2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers
agrees, severally and not jointly, to purchase from the Company, (a) at a purchase price of 99.355% of the principal amount thereof, plus accrued interest, if any, from August 18, 2003 to the Time of Delivery hereunder, the principal amount of 2008
Notes set forth opposite the name of such Purchaser in Schedule I hereto and (b) at a purchase price of 98.706% of the principal amount thereof, plus accrued interest, if any, from August 18, 2003 to the Time of Delivery hereunder, the principal
amount of 2013 Notes set forth opposite the name of such Purchaser in Schedule I hereto. 
  

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 3. Upon the authorization by you of the release of the Securities, the several Purchasers propose to
offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser hereby represents and warrants to, and agrees with the Company that: 
  
 (a) It will offer and sell the Securities only to persons who it reasonably
believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A; 
  
 (b) It is an accredited investor within the meaning of Rule 501 under the Act; and 
  
 (c) It will not offer or sell the Securities by any form of general
solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act. 
  
 4. (a) The Securities to be purchased by each Purchaser hereunder will be represented by two or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representatives, for the account of each Purchaser, against payment by
or on behalf of such Purchaser of the purchase price therefor by certified or official bank check or checks, or by wire transfer payable to the order of the Company in Federal (same day) funds, by causing DTC to credit the Securities to the account
of Goldman, Sachs & Co. at DTC. The Company will cause the certificates representing the Securities to be made available to the Representatives for checking at least twenty-four hours prior to the Time of Delivery at the office of DTC or its
designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on August 18, 2003 or such other time and date as the Representatives and the Company may agree upon in
writing. Such time and date are herein called the “Time of Delivery”. 
  
 (b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by
the Purchasers pursuant to Section 7(i) hereof, will be delivered at such time and date at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 (the “Closing Location”), and the Securities will be
delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of
the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. 
  
 5. The Company agrees with each of the Purchasers: 
  
 (a) To prepare the Offering Circular in a form approved by you; to make no amendment or any supplement to the Offering Circular which shall be disapproved
by you promptly after reasonable notice thereof; and to furnish you with copies thereof; 
  

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 (b) Promptly from time to time to take such action as you may reasonably request to qualify the
Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; 
  
 (c) To furnish the Purchasers with four copies of the Offering Circular and
each amendment or supplement thereto signed by an authorized officer of the Company with the independent accountants’ report(s) in the Offering Circular, and any amendment or supplement containing amendments to the financial statements covered
by such report(s), signed by the accountants, and additional written and electronic copies thereof in such quantities as you may from time to time reasonably request, and if, at any time prior to the earlier of the completion of the resale of
the Securities and the expiration of nine months after the date of the Offering Circular, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Offering Circular, to notify you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many writtenand electronic copies
as you may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance; 
  
 (d) The Company will not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Securities Act) that could be integrated with the sale of the Securities in a manner that could require the registration under the Securities Act of such Securities; 
  
 (e) Not to be or become, at any time prior to the expiration of three years
after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; 
  
 (f) So long as any of the Securities are “restricted securities”
within the meaning of Rule 144(a)(3) under the Act, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its
expense, upon request, to holders of Securities and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act; 
  
 (g) To furnish to DTC on behalf of the holders of the Securities as soon as
practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public
accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Circular), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; 
  

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 (h) During a period of five years from the date of the Offering Circular, to furnish to you copies of all
reports or other communications (financial or other) furnished to stockholders of the Company, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any
securities exchange on which the Securities or any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request
(such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); 
  
 (i) During the period of two years after the Time of Delivery, the Company
will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them;

  
 (j) To use the net proceeds received by it from the sale of
the Securities pursuant to this Agreement in the manner specified in the Offering Circular under the caption “Use of Proceeds”; and 
  
 (k) To enter into and deliver to you the Registration Rights Agreement, dated as of the Time of Delivery. 
  
 6. The Company covenants and agrees with the several Purchasers that the
Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation,
printing and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any
Agreement among Purchasers, this Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of
the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Purchasers in
connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses
of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay all of their own costs and expenses, including
the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 
  
 7. The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

  
 (a) Sullivan & Cromwell LLP, counsel for the Purchasers,
shall have furnished to you such opinion or opinions, dated the Time of Delivery, with respect to the matters covered in paragraphs (i), 

  

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(ii), (iii), (iv), (v) and (vii) of subsection (b) below as well as such other related matters as you may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable them to pass upon such matters; 
  
 (b) Cravath, Swaine & Moore LLP, counsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery, in form and
substance satisfactory to you, to the effect that: 
  
 (i) Based solely on their review of a certificate from the Secretary of State of Delaware, the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, with full power and authority to own its
properties and conduct its business as described in the Offering Circular; 
  
 (ii) This Agreement has been duly authorized, executed and delivered by the Company; 
  
 (iii) The Securities have been duly authorized; the Securities have been duly executed and delivered and, when duly authenticated in
accordance with the terms of the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the
Indenture; and the Securities and the Indenture conform to the descriptions thereof in the Offering Circular; 
  
 (iv) The Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and each
constitutes a valid and legally binding instrument of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equity principles including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law; and the
Indenture has been duly qualified under the Trust Indenture Act; 
  
 (v) The statements set forth in the Offering Circular under the caption “Description of Notes”, insofar as they purport to constitute a summary of the terms of the Securities, and under the caption
“Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair; 
  
 (vi) The Company is not an “investment company”, as such term is defined in the Investment Company
Act; 
  
 (vii) Although they do not assume any
responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Circular, except for those referred to in the opinion in subsection (v) of this Section 7(b), they have no reason to believe that the Offering
Circular (other than the financial statements and related schedules or information of a financial or accounting nature therein, as to which such counsel need express no opinion), as of the date thereof, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, as of the Time of Delivery, the Offering Circular (other than the 

  

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financial statements and related schedules or information of a financial or accounting nature therein, as to which such counsel need express no opinion)
contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 
  
 (c) John L. McGoldrick, general counsel for the Company, shall have furnished
to the Representatives his written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that: 
  
 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of
Delaware, with full power and authority to own its properties and conduct its business as described in the Offering Circular as amended or supplemented; 
  
 (ii) The Company has an authorized capitalization as set forth in the Offering Circular and all of the issued shares of capital stock of
the Company have been duly and validly authorized and issued and are fully paid and non-assessable; 
  
 (iii) To the best of such counsel’s knowledge and other than as set forth in the Offering Circular, there are no legal or
governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property of the Company or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company or
any of its Significant Subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its Significant Subsidiaries;
and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 
  
 (iv) Neither the Company nor any of its Significant Subsidiaries is in violation of its By-laws or Certificate of Incorporation or, to
such counsel’s knowledge, in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or
by which it or any of its properties may be bound, except for such violations and defaults that individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect; 
  
 (v) The issue and sale of the Securities and the compliance
by the Company with all of the provisions of the Securities, the Indenture, this Agreement and the Registration Rights Agreement and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the
Company is bound or to which any of the property or assets of the Company is subject, except for such breaches, violations and defaults that individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect, (ii)
result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (iii) result in any violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or
body having jurisdiction over the Company or any of its properties, except for such breaches, violations and defaults that individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect; 
  

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 (vi) No consent, approval, authorization, order, registration or qualification of or with
any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement, except such
as may be required under the Act and the Trust Indenture Act in connection with the registration, pursuant to the Registration Rights Agreement, of the Securities, and those which if not obtained would not have a Material Adverse Effect on the
consummation by the Company of the transactions contemplated by this Agreement, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Purchasers; 
  
 (vii) Such counsel has no reason to believe that any of the Exchange Act Reports (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became
effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other
documents which were filed under the Act or the Exchange Act with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so filed, not misleading; 
  
 (viii) No registration of the Securities under the Act, and no qualification of an indenture under the Trust Indenture Act with respect
thereto, is required for the offer, sale and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement; and 
  
 (ix) Although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in
the Offering Circular, such counsel has no reason to believe that the Offering Circular (other than the financial statements and related schedules or information of a financial or accounting nature therein, as to which such counsel need express no
opinion), as of the date thereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, as of the Time of
Delivery, the Offering Circular (other than the financial statements and related schedules or information of a financial or accounting nature therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
  
 (d) On the date of the Offering Circular prior to the execution of this Agreement and also at the Time of Delivery,
PricewaterhouseCoopers LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex II hereto; 
  

 11 








 (e) (i) Neither the Company nor any of its Significant Subsidiaries shall have sustained since the date
of the latest audited financial statements included in the Offering Circular any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular, and (ii) since the respective dates as of which information is given in the Offering Circular there shall not have been any change in the
capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or
results of operations of the Company and its Significant Subsidiaries, otherwise than as set forth or contemplated in the Offering Circular, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Offering Circular;

  
 (f) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) other than
as already made public prior to the date hereof, no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; 

 
 (g) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a
general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the
United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the
terms and in the manner contemplated in the Offering Circular; 
  
 (h) The Company shall have executed and delivered to you the Registration Rights Agreement; and 
  
 (i) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you
as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to
the matters set forth in subsection (e) of this Section and as to such other matters as you may reasonably request. 
  
 8. (a) The Company will indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such
Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect 
  

 12 








 thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not
misleading, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Offering Circular or the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Goldman, Sachs & Co. expressly for use
therein; and provided; further, that the Company shall not be liable to any Purchaser under the indemnity agreement in this subsection (a) with respect to any Preliminary Offering Circular to the extent that any such loss, claim, damage or
liability of such Purchaser results from the fact that such Purchaser sold any Securities to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering
Circular (excluding documents incorporated by reference) or of the Offering Circular as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Company had previously
furnished copies thereof in sufficient quantity to such Purchaser and the loss, claim, damage or liability of such Purchaser results from an untrue statement or omission of a material fact contained in the Preliminary Offering Circular which was
identified in writing at such time to such Purchaser and corrected in the Offering Circular (excluding documents incorporated by reference). 
  
 (b) Each Purchaser will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular or the Offering Circular or any such amendment or
supplement in reliance upon and in conformity with written information furnished to the Company by such Purchaser through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. 
  
 (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it
from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), 
  

 13 








 and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party. 
  
 (d) If the indemnification provided for in
this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchasers, in each case as set forth in the
Offering Circular. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchasers agree
that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d),
no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such
Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint. 
  

 14 








 (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations of the Purchasers under this Section 8 shall be in addition to any
liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

  
 9. (a) If any Purchaser shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default
by any Purchaser you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such
Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or
arrangements, and the Company agrees to prepare promptly any amendments to the Offering Circular which in your opinion may thereby be made necessary. The term “Purchaser” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. 
  
 (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each
non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of
Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its
default. 
  
 (c) If, after giving effect to any arrangements for
the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal
amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the Company and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default. 
  

 15 








 10. The respective indemnities, agreements, representations, warranties and other statements of the
Company and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Purchaser or any controlling person of any Purchaser, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 
  
 11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Purchasers through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the
Securities, but the Company shall then be under no further liability to any Purchaser except as provided in Sections 6 and 8 hereof. 
  
 12. In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representatives. 
  
 All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered
or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Registration Department; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth in the Offering Circular, Attention: Secretary; provided, however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or sent
by mail, telex or facsimile transmission to such Purchaser at its address set forth in its Purchasers’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt thereof. 
  
 13. This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason merely of such purchase. 
  
 14. Time shall be of the essence of this Agreement. 
  
 15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 
  

 16 








 17. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee,
representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party)
to this Agreement and (ii) this provision shall not permit disclosure to the extent that nondisclosure is necessary in order to comply with applicable securities laws. 
  

 17 








 If the foregoing is in accordance with your understanding, please sign and return to us eight
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof. 
  

	 Very truly yours,

	
	 Bristol-Myers Squibb Company

		
	 By:
	 	 
	 	

	 	 	 Name:

	 	 	 Title:



  
 Accepted as of the date hereof: 

	
	 (Goldman, Sachs & Co.)
 J.P.
Morgan Securities Inc.

		
	 By:
	 	 
	 	

	 	 	(Goldman, Sachs & Co.)
	
	 J.P. Morgan Securities Inc.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:


  
 On behalf of each of the Purchasers

  

 18 









	 Purchaser

	  	 Principal
Amount of
 2008 Notes
 to be
 Purchased


	 Goldman, Sachs & Co.
	  	$	80,000,000
	 J.P. Morgan Securities Inc.
	  	 	80,000,000
	 Banc of America Securities LLC
	  	 	80,000,000
	 Citigroup Global Markets Inc.
	  	 	80,000,000
	 ABN AMRO Incorporated
	  	 	20,000,000
	 BNP Paribas Securities Corp.
	  	 	20,000,000
	 Credit Suisse First Boston LLC
	  	 	20,000,000
	 Deutsche Bank Securities Inc.
	  	 	20,000,000
	 	  	$	400,000,000
	 	  	
	

		
	 	  	 Principal
Amount of
 2013 Notes
 to be
 Purchased


	 Goldman, Sachs & Co.
	  	$	120,000,000
	 J.P. Morgan Securities Inc.
	  	 	120,000,000
	 Banc of America Securities LLC
	  	 	120,000,000
	 Citigroup Global Markets Inc.
	  	 	120,000,000
	 ABN AMRO Incorporated
	  	 	30,000,000
	 BNP Paribas Securities Corp.
	  	 	30,000,000
	 Credit Suisse First Boston LLC
	  	 	30,000,000
	 Deutsche Bank Securities Inc.
	  	 	30,000,000
	 	  	$	600,000,000
	 	  	
	


  
  

 19 








 ANNEX I 
  
 Pursuant to Section 7(d) of the Purchase Agreement, the accountants shall furnish letters to the Purchasers to the effect that: 
  
 (i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable published rules and regulations thereunder; 
  
 (ii) In our opinion, the consolidated financial statements
and financial statement schedules audited by us and included or incorporated by reference in the Offering Circular comply as to form in all material respects with the applicable requirements of the Exchange Act and the related published rules and
regulations; 
  
 (iii) The unaudited selected
financial information with respect to the consolidated results of operations and financial position of the Company for the three most recent fiscal years included or incorporated by reference in the Offering Circular agrees with the corresponding
amounts (after restatements where applicable) in the audited consolidated financial statements for such five fiscal years; 
  
 (iv) On the basis of limited procedures not constituting an audit in accordance with generally accepted auditing standards, consisting of
a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements incorporated by reference in the Offering Circular, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: 
  
 (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or
incorporated by reference in the Offering Circular are not in conformity with generally accepted accounting principles applied on the basis substantially consistent with the basis for the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Offering Circular; 
  
 (B) any other unaudited income statement data and balance sheet items included or incorporated by reference in the Offering Circular do
not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for
the corresponding amounts in the audited consolidated financial statements incorporated by reference in the Offering Circular; 
  
 (C) the unaudited financial statements which were not included in the Offering Circular but from which were derived any unaudited
condensed financial statements 
  

 1 








 
referred to in clause (A) and any unaudited income statement data and balance sheet items included or incorporated by reference in the Offering Circular and
referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited consolidated financial statements incorporated by reference in the Offering Circular; 
  
 (D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Offering Circular do not comply as to form in all material respects with the applicable accounting requirements or the pro forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements; 
  
 (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest financial statements incorporated by reference in the Offering Circular or any increase in the
consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders’ equity or other items specified by the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the latest balance sheet included in the Offering Circular except in each case for changes, increases or decreases which the Offering Circular discloses have occurred or may occur or
which are described in such letter; and 
  
 (F)
for the period fro the date of the latest financial statements included or incorporated by reference in the Offering Circular to the specified date referred to in clause (E) there were any decreases in consolidated net revenues or operating profit
or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year
and with any other period of corresponding length specified by the Representatives, except in each case for decreases or increases which the Offering Circular discloses have occurred or may occur or which are described in such letter; and

  
 (v) In addition to the examination referred
to in their report(s) included in the Offering Circular and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not
constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives, which are derived from the general accounting records of the
Company and its subsidiaries, which appear in the Offering Circular, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in
agreement. 
  

 2