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Exhibit 10(r)







 


  U.S. $1,000,000,000 


       AMENDED AND RESTATED 

FIVE YEAR CREDIT AGREEMENT 


  Dated as of December 1, 2006 


  Among 


  BECTON, DICKINSON AND COMPANY 

as Borrower 


  and 


  THE BANKS NAMED HEREIN 

as Banks 


  CITICORP USA, INC. 

  as Administrative Agent 


  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH 

as Syndication Agent 


  and 


  CITIGROUP GLOBAL MARKETS INC.

  and 

  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH 

as Joint Lead Arrangers and Joint Bookrunners 

    

 














  T A B L E   O F   C
O N T E N T S 

			
	
      Section	  	 		
      Page	  
	 	
	 	
	
      ARTICLE I			
	
      DEFINITIONS AND ACCOUNTING TERMS			
	 	
	
      SECTION 1.01. Certain Defined Terms
	  	 		
      1	
	
      SECTION 1.02. Computation of Time Periods
	  	 		
      13	
	
      SECTION 1.03. Accounting Terms
	  	 		
      13	
	 	
	 	
	
      ARTICLE II			
	
      AMOUNTS AND TERMS OF THE ADVANCES			
	 	
	
      SECTION 2.01. The A Advances
	  	 		
      13	
	
      SECTION 2.02. Making the A Advances
	  	 		
      14	
	
      SECTION 2.03. The B Advances
	  	 		
      15	
	
      SECTION 2.04. Certain Fees
	  	 		
      18	
	
      SECTION 2.05. Reduction and Extensions of the Commitments
	  	 		
      19	
	
      SECTION 2.06. Repayment of A Advances
	  	 		
      20	
	
      SECTION 2.07. Interest
	  	 		
      20	
	
      SECTION 2.08. Additional Interest on Eurodollar Rate Advances
	  	 		
      20	
	
      SECTION 2.09. Interest Rate Determinations; Changes in Rating Systems
	  	 		
      21	
	
      SECTION 2.10. Voluntary Conversion and Continuation of A Advances
	  	 		
      22	
	
      SECTION 2.11. Prepayments of A Advances
	  	 		
      23	
	
      SECTION 2.12. Increased Costs
	  	 		
      23	
	
      SECTION 2.13. Illegality
	  	 		
      25	
	
      SECTION 2.14. Payments and Computations
	  	 		
      25	
	
      SECTION 2.15. Taxes
	  	 		
      26	
	
      SECTION 2.16. Sharing of Payments, Etc
	  	 		
      28	
	 	
	 	
	
      ARTICLE III			
	
      CONDITIONS OF LENDING			
	 	
	
      SECTION 3.01. Condition Precedent to Effectiveness of this Agreement
	  	 		
      29	
	
      SECTION 3.02. Conditions Precedent to Each A Borrowing
	  	 		
      30	
	
      SECTION 3.03. Conditions Precedent to Each B Borrowing
	  	 		
      30	
	 	
	 	
	
      ARTICLE IV			
	
      REPRESENTATIONS AND WARRANTIES			
	 	
	
      SECTION 4.01. Representations and Warranties of the Borrower
	  	 		
      31	
	 	
	 	
	
      ARTICLE V			
	
      COVENANTS OF THE BORROWER			
	
      SECTION 5.01. Affirmative Covenants 	 		
      33 
	
      SECTION 5.02. Negative Covenants 	 		
      35 















			
	
      ARTICLE VI 		
	
      EVENTS OF DEFAULT 		
	 	
	
      SECTION 6.01. Events of Default 	 		
      37 
	 	
	 	
	
      ARTICLE VII 		
	
      THE ADMINISTRATIVE AGENT 		
	 	
	
      SECTION 7.01. Authorization and Action 	 		
      38 
	
      SECTION 7.02. Administrative
      Agent's Reliance, Etc. 	 		
      39 
	
      SECTION 7.03. CUSA and Affiliates 	 		
      39 
	
      SECTION 7.04. Lender Credit Decision 	 		
      39 
	
      SECTION 7.05. Indemnification 	 		
      40 
	
      SECTION 7.06. Successor Administrative Agent 	 		
      40 
	 	
	 	
	
      ARTICLE VIII 		
	
      MISCELLANEOUS 		
	 	
	
      SECTION 8.01. Amendments, Etc. 	 		
      41 
	
      SECTION 8.02. Notices, Etc. 	 		
      41 
	
      SECTION 8.03. No Waiver; Remedies 	 		
      43 
	
      SECTION 8.04. Costs, Expenses and Indemnification 	 		
      43 
	
      SECTION 8.05. Right of Set-off 	 		
      44 
	
      SECTION 8.06. Binding Effect 	 		
      44 
	
      SECTION 8.07. Assignments, Designations and Participations 	 		
      45 
	
      SECTION 8.08. Governing Law; Submission to Jurisdiction 	 		
      49 
	
      SECTION 8.09. Severability 	 		
      49 
	
      SECTION 8.10. Execution in Counterparts 	 		
      49 
	
      SECTION 8.11. Survival 	 		
      49 
	
      SECTION 8.12. Substitution of Lender 	 		
      49 
	
      SECTION 8.13. Confidentiality 	 		
      50 
	
      SECTION 8.14. No Fiduciary Relationship 	 		
      50 
	
      SECTION 8.15. Patriot Act Notice 	 		
      51 
	
      SECTION 8.16. Waiver of Jury Trial 	 		
      52 






  (ii) 













  EXHIBITS 

			
	
      Exhibit A-1  	 	- Form of A Note
	
      Exhibit A-2  	 	- Form of B Note
	
      Exhibit B-1 	 		
      - Form of Notice of A Borrowing 
	
      Exhibit B-2 	 		
      - Form of Notice of B Borrowing 
	
      Exhibit C 	 		
      - Form of Assignment and Acceptance 
	
      Exhibit D 	 		
      - Form of Designation Agreement 
	
      Exhibit E 	 		
      - Form of Opinion of General 
	 	 	   Counsel
    of the Borrower    

	
      Exhibit F 	 		
      - Form of Opinion of Special New York 
	 		 		
         Counsel to the Administrative Agent 






  (iii) 














  AMENDED AND
  RESTATED FIVE YEAR CREDIT AGREEMENT dated as of December 1, 2006 among BECTON,
  DICKINSON AND COMPANY, a New Jersey corporation (the "Borrower"), the
  banks (the "Banks") listed on the signature pages hereof, THE BANK OF
  TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as syndication agent, and CITICORP
  USA, INC. ("CUSA") as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders hereunder. 


PRELIMINARY STATEMENTS: 


  (1) The Borrower
  is party to an Amended and Restated Five Year Credit Agreement dated as of
  August 13, 2004 (as amended, supplemented or otherwise modified from time to
  time to (but not including) the date of this Amended and Restated Five Year
  Credit Agreement (this "Agreement"), the "Existing Credit Agreement")
  with the banks, financial institutions and other institutional lenders party
thereto and CUSA, as Administrative Agent for the lenders. 


  (2) The parties to this Agreement desire
  to amend the Existing Credit Agreement as set forth herein and to restate the
  Existing Credit Agreement in its entirety as set forth below. 


  (3) The Borrower
  has requested that the Banks make loans to it in an aggregate principal amount
  not exceeding $1,000,000,000 at any one time outstanding to support the
  Borrower's commercial paper program and for other general corporate purposes,
  and the Banks are prepared to make such loans upon the terms and conditions
hereof. Accordingly, the parties hereto agree as follows: 


  ARTICLE I 

  DEFINITIONS AND ACCOUNTING TERMS 


  SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined): 


  "A Advance" means
  an advance by a Lender to the Borrower as part of an A Borrowing and refers
  to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be
a "Type" of A Advance. 


  "A Borrowing" means
  (a) a borrowing consisting of simultaneous A Advances of the same Type having
  the same Interest Period and (b) other than for purposes of Sections 2.02 and
  3.02, (i) the simultaneous Conversion of A Advances of one Type to A Advances
  of the other Type (having, in the case of Conversions into Eurodollar Rate
  Advances, the same Interest Period) and (ii) the simultaneous Continuation
  of Eurodollar Rate Advances as Eurodollar Rate Advances having the same Interest
Period. 


  "A Note" means
  a promissory note of the Borrower payable to the order of any Lender, in substantially
the form of Exhibit A-1 hereto, evidencing the aggregate 













indebtedness of the Borrower to such Lender resulting from the A Advances made by such Lender. 


  "Advance" means
an A Advance or a B Advance. 


  "Affiliate" means,
  as to any Person, any other Person that, directly or indirectly, controls,
  is controlled by or is under common control with such Person or is a director
  or officer of such Person. For purposes of this definition, the term "control" (including
  the terms "controlling", "controlled by" and "under common
  control with")
  of a Person means the possession, direct or indirect, of the power to vote
  5% or more of the voting capital stock of such Person or to direct or cause
  the direction of the management and policies of such Person, whether through
the ownership of such voting capital stock, by contract or otherwise. 


  "Applicable Facility Fee Rate" for
  any Rating Level Period means the rate set forth below opposite the reference
to such Rating Level Period: 

				
	
      Rating Level 
	 		
      Applicable Facility	
	
             Period         
	 		
      Fee Rate (% p.a.)	  
	
      Level 1 Period 
	 		
      0.0450%	
	
      Level 2 Period 
	 		
      0.0500%	
	
      Level 3 Period 
	 		
      0.0600%	
	
      Level 4 Period 
	 		
      0.0700%	
	
      Level 5 Period 
	 		
      0.0800%	
	
      Level 6 Period 
	 		
      0.1000%	






 Each change in the Applicable Facility Fee Rate resulting from a Rating Level Change shall be effective on the effective date of such Rating Level Change. 


  "Applicable Lending Office" means,
  with respect to each Lender, such Lender's Domestic Lending Office in the case
  of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case
  of a Eurodollar Rate Advance and, in the case of a B Advance, the office of
  such Lender notified by such Lender to the Administrative Agent as its Applicable
Lending Office with respect to such B Advance. 


  -2- 














  "Applicable Margin" for
  any A Advance for any Rating Level Period means the rate for the respective
  Type of A Advance set forth below opposite the reference to such Rating Level
Period: 

							
	 		 		
      Applicable Margin (% p.a.)	  
	
           Rating Level 
	 		
      Base Rate		 		
      Eurodollar	
	
              Period         
	 		
      Advances	  	 		
      Rate Advances	  
	
      Level 1 Period		 		
      0.0000%		 		
      0.1050%	
	
      Level 2 Period		 		
      0.0000%		 		
      0.1500%	
	
      Level 3 Period		 		
      0.0000%		 		
      0.1900%	
	
      Level 4 Period		 		
      0.0000%		 		
      0.2300%	
	
      Level 5 Period		 		
      0.0000%		 		
      0.2700%	
	
      Level 6 Period		 		
      0.0000%		 		
      0.3500%	






 Each change in the Applicable Margin resulting from a Rating Level Change shall be effective (including with respect to each A Advance then outstanding) on the effective date of such Rating Level Change. 


  "Applicable Utilization Fee Rate" for
  any Rating Level Period means the rate set forth below opposite the reference
to such Rating Level Period: 

				
	
       Rating
      Level 
	 		
      Applicable Utilization	
	
            Period      	 		
      Fee Rate (% p.a.)	  
	
      Level 1 Period		 		
      0.0500%	
	
      Level 2 Period		 		
      0.0500%	
	
      Level 3 Period		 		
      0.0500%	
	
      Level 4 Period		 		
      0.0500%	
	
      Level 5 Period		 		
      0.1000%	
	
      Level 6 Period		 		
      0.1000%	






Each change in the Applicable Utilization Fee Rate resulting from a Rating Level Change shall be effective on the effective date of such Rating Level Change. 


  -3- 














  "Assignment and Acceptance" means
  an assignment and acceptance entered into by a Lender and an Eligible Assignee,
  and accepted by the Administrative Agent, in substantially the form of Exhibit
C hereto. 


  "B Advance" means
  an advance by a Lender to the Borrower as part of a B Borrowing resulting from
the auction bidding procedure described in Section 2.03. 


  "B Borrowing" means
  a borrowing consisting of simultaneous B Advances from each of the Lenders
  whose offer to make one or more B Advances as part of such borrowing has been
  accepted by the Borrower under the auction bidding procedure described in Section
2.03. 


  "B Note" means
  a promissory note of the Borrower payable to the order of any Lender, in substantially
  the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower
to such Lender resulting from a B Advance made by such Lender. 


  "B Reduction" has
the meaning specified in Section 2.01. 


  "Base Rate" means,
  for any period, a fluctuating interest rate per annum in effect from time to
time which rate per annum shall at all times be equal to the higher of: 


 (a) the rate of interest announced publicly by Citibank in New York, New York from time to time as Citibank's base rate; and


 (b) 1/2 of one percent per annum above the Federal Funds Rate for such period. 


  "Base Rate Advance" means
  an A Advance which bears interest as provided in Section 2.07(a)(i) or 2.07(b)(i)(x)
.. 


  "Borrowing" means
an A Borrowing or a B Borrowing. 


  "Business Day" means
  a day of the year on which banks are not required or authorized to close in
  New York City and, if the applicable Business Day relates to any Eurodollar
Rate Advance, on which dealings are carried on in the London interbank market. 


  "Change in Control" means
any of the following events: 


   (a) any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for purposes of this paragraph (a) such person
or group shall be deemed to have "beneficial ownership" of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time) is or becomes the "beneficial owner" (as
such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act), directly
or indirectly, of more than 50% of the aggregate voting power of all Voting Stock
of the Borrower; or 


  -4- 













   (b) during any period of 25 consecutive calendar months, a majority of the Board of Directors of the Borrower shall no longer be composed of individuals (i) who were members of said Board on the
first day of such period, (ii) whose election or nomination to said Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said Board or (iii) whose election
or nomination to said Board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of said Board. 


  "Citibank" means
Citibank, N.A. 


  "Code" means
the Internal Revenue Code of 1986, as amended from time to time. 


  "Commitment" has
the meaning specified in Section 2.01. 


  "Commitment Termination Date" means
  December 1, 2011 or, if the Commitment Termination Date is extended pursuant
  to Section 2.05(b), the date to which such Commitment Termination Date is extended, provided in each case that if such date is not a Business Day, then the Commitment Termination Date shall be the immediately preceding
Business Day. 


  "Consolidated Subsidiary" means,
  at any date, any Subsidiary of the Borrower or other entity the accounts of
  which would be consolidated with those of the Borrower in its consolidated
financial statements if such statements were prepared as of such date. 


  "Continuation", "Continue" and "Continued" each
  refers to a continuation of Eurodollar Rate Advances from one Interest Period
to the next Interest Period pursuant to Section 2.10. 


  "Convert", "Conversion" and "Converted" each
  refers to a conversion of Advances of one Type into Advances of the other Type
pursuant to Section 2.09 or 2.10. 


  "Debt" means
  (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures,
  notes or other similar instruments, (c) obligations to pay the deferred purchase
  price of property or services, (d) obligations as lessee under leases which
  shall have been or should be, in accordance with GAAP, recorded as capital
  leases, and (e) obligations under direct or indirect guaranties in respect
  of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
  or otherwise to assure a creditor against loss in respect of, indebtedness
  or obligations of others of the kinds referred to in clauses (a) through (d)
  above; provided that neither trade accounts payable arising in the ordinary course of business nor obligations in respect of insurance policies or performance or surety bonds which are
not themselves guarantees of Debt (nor drafts, acceptances or similar instruments evidencing the same nor obligations in respect of letters of credit supporting the payment of the same) shall constitute Debt. 


  "Default" means
  an event that, with notice or lapse of time or both, would become an Event
of Default. 


  -5- 













  "Designated Bidder" means (a) an Eligible Assignee or (b) a special purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least P-1 by Moody's or A-1 by Standard & Poor's
(or a comparable rating from a successor of either of them), that, in either
case, (i) is organized under the laws of the United States or any State thereof,
(ii) shall have become a party hereto pursuant to Section 8.07(d), (e) and (f),
and (iii) is not otherwise a Lender. 


  "Designation Agreement" means
  a designation agreement entered into by a Lender (other than a Designated Bidder)
  and a Designated Bidder, and accepted by the Administrative Agent, in substantially
the form of Exhibit D hereto. 


  "Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" in
  the Administrative Questionnaire of such Bank or in the Assignment and Acceptance
  pursuant to which it became a Lender, or such other office of such Lender as
  such Lender may from time to time specify to the Borrower and the Administrative
Agent. 


  "EBITDA" means,
  for any period, the sum (without duplication), for the Borrower and its Consolidated
  Subsidiaries (on a consolidated basis), of (a) net income for such period plus (b) to the extent deducted in determining net income for such period, the sum of (i) depreciation and amortization for such period, (ii) Interest
Expense for such period and (iii) taxes for such period. 


  "Effective Date" means
  the earliest date as of which the conditions precedent to effectiveness set
forth in Section 3.01 shall have been satisfied or waived. 


"Eligible Assignee" means: 


  (a) a commercial
  bank organized under the laws of the United States, or any State thereof, and
having total assets in excess of $1,000,000,000; 


  (b) a savings
  and loan association or savings bank organized under the laws of the United
States, or any State thereof, and having total assets in excess of $500,000,000; 


  (c) a commercial
  bank organized under the laws of any other country which is a member of the
  OECD or has concluded special lending arrangements with the International Monetary
  Fund associated with its General Arrangements to Borrow or of the Cayman Islands,
  or a political subdivision of any such country, and having total assets in
  excess of $1,000,000,000, provided that such bank is
acting through a branch or agency located in the United States;


(d) the central bank of any country which is a member of the OECD;


(e) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) which is engaged in making, 


-6- 













  purchasing or otherwise investing in commercial
  loans in the ordinary course of its business, and having total assets in excess
of $150,000,000; 


(f) a Lender; and 


(g) an Affiliate of a Lender;


     provided that neither the Borrower nor any Affiliate of the Borrower shall qualify as an Eligible Assignee. 


  "Environmental Laws" means
  any and all present and future Federal, state, local and foreign laws, rules
  or regulations, and any orders or decrees, in each case as now or hereafter
  in effect, relating to the regulation or protection of human health, safety
  or the environment or to emissions, discharges, releases or threatened releases
  of pollutants, contaminants, chemicals or toxic or hazardous substances or
  wastes into the indoor or outdoor environment, including, without limitation,
  ambient air, soil, surface water, ground water, wetlands, land or subsurface
  strata, or otherwise relating to the manufacture, processing, distribution,
  use, treatment, storage, disposal, transport or handling of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes. 


  "ERISA" means
  the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and rulings issued thereunder. 


  "ERISA Affiliate" means
  any corporation or trade or business that is a member of any group of organizations
  (a) described in Section 414(b) or (c) of the Code of which the Borrower is
  a member and (b) solely for purposes of potential liability under Section 302(c)(11)
  of ERISA and Section 412(c)(11) of the Code and the lien created under Section
  302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m)
or (o) of the Code of which the Borrower is a member. 


  "Eurocurrency Liabilities" has
  the meaning assigned to that term in Regulation D of the Board of Governors
of the Federal Reserve System, as in effect from time to time. 


  "Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" in
  the Administrative Questionnaire of such Lender or in the Assignment and Acceptance
  pursuant to which it became a Lender (or, if no such office is specified, its
  Domestic Lending Office), or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Administrative Agent. 


  "Eurodollar Rate" means,
  for any Interest Period for each Eurodollar Rate Advance, an interest rate
  per annum equal to the rate per annum (rounded upward to the nearest whole
  multiple of 1/16 of 1% per annum) appearing on Moneyline Telerate Markets Page
  3750 (or any successor page) as the London interbank offered rate for deposits
in U.S. dollars at approximately 11:00 A.M. (London time) two Business Days 


-7- 













  prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if
such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance comprising part of the related A Borrowing and for a period equal to such Interest Period. If the
Moneyline Telerate Markets Page 3750 (or any successor page) is unavailable, the Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance comprising part of such related A Borrowing shall be determined by the Administrative Agent on
the basis of applicable rates furnished to and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.09. 


  "Eurodollar Rate Advance" means
an A Advance which bears interest as provided in Section 2.07(a)(ii) or 2.07(b)(i)(y). 


  "Eurodollar Rate Reserve Percentage" of
  any Lender for any Interest Period for any Eurodollar Rate Advance means the
  effective rate (expressed as a percentage) at which reserve requirements (including,
  without limitation, emergency, supplemental and other marginal reserve requirements)
  are imposed on such Lender during such Interest Period (or if more than one
  such percentage shall be so applicable, the daily average of such percentages
  for those days in such Interest Period during which any such percentage shall
  be so applicable) under regulations issued from time to time by the Board of
  Governors of the Federal Reserve System (or any successor) with respect to
  liabilities or assets consisting of or including Eurocurrency Liabilities having
a term equal to such Interest Period. 


  "Events of Default" has
the meaning specified in Section 6.01. 


  "Exchange Act" means
the Securities Exchange Act of 1934, as amended from time to time. 


  "Excluded Period" means,
  with respect to any additional amount payable under Section 2.12, the period
  ending 120 days prior to the applicable Lender's delivery of a certificate
  referenced in Section 2.12(a) or 2.12(b), as applicable, with respect to such
additional amount. 


  "Existing Commitment Termination Date" has
the meaning specified in Section 2.05(b). 


  "Existing Credit Agreement" has
the meaning specified in the Preliminary Statements. 


  "Facility
  Fee" has
the meaning specified in Section 2.04(a). 


-8- 













  "Federal Funds Rate" means,
  for any period, a fluctuating interest rate per annum equal for each day during
  such period to the weighted average of the rates on overnight Federal funds
  transactions with members of the Federal Reserve System arranged by Federal
  funds brokers, as published for such day (or, if such day is not a Business
  Day, for the next preceding Business Day) by the Federal Reserve Bank of New
  York, or, if such rate is not so published for any day which is a Business
  Day, the average of the quotations for such day on such transactions received
  by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it. 


  "GAAP" has
the meaning specified in Section 1.03. 


  "Interest Coverage Ratio" means,
  at any date of determination thereof, the ratio of (a) EBITDA for the period
  of four consecutive fiscal quarters most recently ended on or prior to such
date to (b) Interest Expense for such period. 


  "Interest Expense" means,
  for any period, the sum (determined without duplication) of the aggregate amount
  of cash interest accruing during such period on the Debt of the Borrower and
  its Consolidated Subsidiaries (on a consolidated basis), including, without
  limitation, the interest portion of payments under capital lease obligations
and any capitalized interest. 


  "Interest Period" means,
  with respect to any Eurodollar Rate Advance, the period beginning on the date
  such Eurodollar Rate Advance is made or Continued, or Converted from a Base
  Rate Advance, and ending on the last day of the period selected by the Borrower
  pursuant to the provisions below. The duration of each such Interest Period
  shall be one, two, three or six months, and subject to clause (iii) of this
  definition, nine or twelve months, as the Borrower may, upon notice received
  by the Administrative Agent not later than 11:00 A.M. (New York City time)
on the third Business Day prior to the first day of such Interest Period, select; provided, however, that: 


 (i) the Borrower may not select any Interest Period that ends after the Termination Date; 


   (ii) each Interest Period that begins on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month; 


  (iii) the Borrower shall not be entitled to select an Interest Period having duration of nine or twelve months unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first
day of such Interest Period, each Lender notifies the Administrative Agent that such Lender will be providing funding for such Eurodollar Rate Advance with such Interest Period (the failure of any Lender to so respond by such time being deemed for
all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest Period); provided that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of the Interest
Period for such Eurodollar Rate Advance shall be one, two, three or six months, as specified by

 -9- 












the Borrower as the desired alternative to an Interest Period of nine months or twelve months; and 


   (iv) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding
Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall
occur on the next preceding Business Day. 


  "Lenders" means
  the Banks listed on the signature pages hereof, each Person that shall become
  a party hereto pursuant to Section 2.05, Section 8.07(a), (b) and (c) or Section
  8.12, and, except when used in reference to an A Advance, an A Borrowing, an
A Note, a Commitment or a related term, each Designated Bidder. 


  "Lien" means
  any lien, security interest or other charge or encumbrance of any kind, or
  any other type of preferential arrangement, including, without limitation,
  the lien or retained security title of a conditional vendor and any easement,
right of way or other encumbrance on title to real property. 


  "Majority Lenders" means
  at any time Lenders holding at least 51% of the then aggregate unpaid principal
  amount of the A Advances held by Lenders, or, if no such principal amount is
then outstanding, Lenders having at least 51% of the Commitments. 


  "Material Adverse Effect" means
  a material adverse effect on (i) the business, condition (financial or otherwise)
  or results of operations of the Borrower and its Subsidiaries, taken as a whole,
or (ii) the legality, validity or enforceability of this Agreement or any Note. 


  "Moody's" means
Moody's Investors Service, Inc. and its successors. 


  "Multiemployer Plan" means
a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by the Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA. 


  "Non-Extending Lender" has
the meaning specified in Section 2.05(b) . 


  "Note" means
an A Note or a B Note. 


  "Notice of A Borrowing" has
the meaning specified in Section 2.02(a) . 


  "Notice of B Borrowing" has
the meaning specified in Section 2.03(a) . 


  "OECD" means
the Organization for Economic Cooperation and Development. 


  "PBGC" means
  the Pension Benefit Guaranty Corporation or any entity succeeding to any or
all of its functions under ERISA. 


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  "Person" means
  an individual, partnership, corporation (including a business trust), limited
  liability company, joint stock company, trust, unincorporated association,
  joint venture or other entity, or a government or any political subdivision
or agency thereof. 


  "Plan" means
  an employee benefit or other plan established or maintained by the Borrower
  or any ERISA Affiliate and that is covered by Title IV of ERISA, other than
a Multiemployer Plan. 


  "Rated Securities" means,
  at any time, the long-term senior unsecured, unguaranteed debt securities of
the Borrower outstanding at such time. 


  "Rating Level Change" means a change in the rating of the Rated Securities by either or both of Moody's or Standard & Poor's (other than
as a result of a change in the rating system of such rating agency) that results in the change from one Rating Level Period to another, which Rating Level Change shall be effective on the date on which the relevant change in the rating of the Rated
Securities is first announced by Moody's or Standard & Poor's, as the case
may be. 


  "Rating Level Period" means,
  as of any period, the level set forth below as then in effect, as determined
in accordance with the following provisions of this definition: 


  "Level 1 Period" means a period during which the Rated Securities are rated better than or equal to Aa2 by Moody's or better than or equal to
AA by Standard & Poor's. 


  "Level 2 Period" means a period that is not a Level 1 Period during which the Rated Securities are rated better than or equal to A1 by
Moody's or better than or equal to A+ by Standard & Poor's. 


  "Level 3 Period" means a period that is not a Level 1 Period or a Level 2 Period during which the Rated Securities are rated better than or
equal to A2 by Moody's or better than or equal to A by Standard & Poor's. 


  "Level 4 Period" means a period that is not a Level 1 Period, a Level 2 Period or a Level 3 Period during which the Rated Securities are
rated better than or equal to A3 by Moody's or better than or equal to A- by Standard & Poor's. 


  "Level 5 Period" means a period that is not a Level 1 Period, a Level 2 Period, a Level 3 Period or a Level 4 Period during which the Rated
Securities are rated better than or equal to Baa1 by Moody's or better than or equal to BBB+ by Standard & Poor's. 


  "Level 6 Period" means each period other than a Level 1 Period, a Level 2 Period, a Level 3 Period, a Level 4 Period or a Level 5 Period, and
shall include each period during which both Moody's and Standard & Poor's
shall not have in 


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effect a rating for the Rated Securities (other than because either such rating agency shall no longer be in the business of rating corporate debt obligations). 


   For purposes of the forgoing, (a) if only one
  of Moody's and Standard & Poor's shall have in effect a rating for the Rated Securities, the Rating Level Period shall be determined by reference to the available rating and (b)
if the Rated Securities are rated by Moody's and Standard & Poor's with ratings
that would otherwise fall within different Rating Level Periods, the applicable
Rating Level Period shall be determined by the rating that results in the higher
Rating Level Period except that if the lower of such ratings would result in
a Rating Level Period that is more that one level below the higher of such Rating
Level Periods, the Rating Level Period shall be determined by reference to the
rating that is one level above the lower of such ratings. 


  "Reference Banks" means
CUSA and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch. 


  "Register" has
the meaning specified in Section 8.07(g) . 


  "Reportable Event" has
the meaning set forth in Title IV of ERISA. 


  "Standard & Poor's" means Standard & Poor's
  Ratings Services, presently a division of The McGraw-Hill Companies, Inc.,
and its successors. 


  "Subsidiary" means,
  with respect to any Person, any corporation, partnership, limited liability
  company or other entity of which at least a majority of the securities or other
  ownership interests having by the terms thereof ordinary voting power to elect
  a majority of the board of directors or other persons performing similar functions
  of such corporation, partnership, limited liability company or other entity
  (irrespective of whether or not at the time securities or other ownership interests
  of any other class or classes of such corporation, partnership or other entity
  shall have or might have voting power by reason of the happening of any contingency)
  is at the time directly or indirectly owned or controlled by such Person or
  one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries
of such Person. 


  "Taxes" has
the meaning specified in Section 2.15. 


  "Termination Date" means
  the Commitment Termination Date or the earlier date of termination in whole
of the Commitments pursuant to Section 2.05(a) or 6.01. 


  "Utilization Fee" has
the meaning specified in Section 2.04(b) . 


  "Voting Stock" means,
  at any time, the outstanding securities of the Borrower entitled to vote generally
in the election of directors of the Borrower. 


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    SECTION 1.02. Computation of Time Periods.
  In this Agreement in the computation of periods of time from a specified date
  to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each means "to but excluding". 


    SECTION 1.03. Accounting Terms.
  All accounting terms not specifically defined herein shall be construed in
  accordance with generally accepted accounting principles ("GAAP") as
  in effect from time to time, applied on a basis consistent (except for changes
  concurred in by the Borrower's independent public accountants) with the most
  recent audited consolidated financial statements of the Borrower and its Consolidated
  Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any defined term or covenant to eliminate the effect of any change in generally accepted accounting principles on the operation of such defined term or covenant (or if the Administrative Agent notifies the Borrower that the
Majority Lenders wish to amend such defined term or covenant for such purpose), then the Borrower's compliance with this Agreement shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant
change in generally accepted accounting principles became effective, until either such notice is withdrawn or such defined term or covenant is amended in a manner satisfactory to the Borrower and the Majority Lenders. 


ARTICLE II 

AMOUNTS AND TERMS OF THE ADVANCES 


  SECTION 2.01. The A Advances.


   (a) Each Lender severally agrees, on the terms
  and conditions hereinafter set forth, to make A Advances to the Borrower from
  time to time on any Business Day during the period from the date hereof until
  the Termination Date in an aggregate amount not to exceed at any time outstanding
  the amount set opposite such Lender's name on the signature pages hereof or,
  if such Lender has entered into any Assignment and Acceptance, set forth for
  such Lender in the Register, as such amount may be reduced pursuant to Section
  2.05(a) (such Lender's "Commitment"), provided that
  the aggregate amount of the Commitments of the Lenders shall be deemed used
  from time to time to the extent of the aggregate amount of the B Advances then
  outstanding and such deemed use of the aggregate amount of the Commitments
  shall be deemed applied to the Lenders ratably according to their respective
  Commitments (such deemed use of the aggregate amount of the Commitments being
a "B Reduction").


   (b) Each A Borrowing (i) shall (except as otherwise
  provided in Sections 2.09(f) and (g)) be in an aggregate amount not less than $10,000,000 or an integral multiple of $1,000,000
  in excess thereof and (ii) shall consist of A Advances of the same Type (and,
  if such Advances are Eurodollar Rate Advances, having the same Interest Period)
  made, Continued or Converted on the same day by the Lenders ratably according
  to their respective Commitments. Within the limits of each Lender's Commitment,
  the Borrower may from time to time borrow, prepay pursuant to Section 2.11(b)
and reborrow under this Section 2.01. 


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  SECTION 2.02. Making the A Advances.


   (a) Each A Borrowing shall be made on notice,
  given not later than 11:00 A.M. (New York City time) on the third Business
  Day prior to the date of the proposed A Borrowing (in the case of an A Borrowing
  consisting of Eurodollar Rate Advances) or given not later than 11:00 A.M.
  (New York City time) on the Business Day of the proposed A Borrowing (in the
  case of an A Borrowing consisting of Base Rate Advances), by the Borrower to
  the Administrative Agent, which shall give to each Lender prompt notice thereof
  by telecopier. Each such notice of an A Borrowing (a "Notice of A Borrowing")
  shall be by telecopier, in substantially the form of Exhibit B-1 hereto, specifying
  therein the requested (i) date of such A Borrowing, (ii) Type of A Advances
  comprising such A Borrowing, (iii) aggregate amount of such A Borrowing, and
  (iv) in the case of an A Borrowing consisting of Eurodollar Rate Advances,
  initial Interest Period for each such A Advance. Each Lender shall, before
  1:00 P.M. (New York City time) on the date of such A Borrowing, make available
  for the account of its Applicable Lending Office to the Administrative Agent
  at its address referred to in Section 8.02, in same day funds, such Lender's
  ratable portion of such A Borrowing. After the Administrative Agent's receipt
  of such funds and upon fulfillment of the applicable conditions set forth in
  Article III, the Administrative Agent will make such funds available to the
Borrower at the Administrative Agent's aforesaid address. 


   (b) Anything in subsection (a) above to the contrary
  notwithstanding, the Borrower may only select Eurodollar Rate Advances for
  any A Borrowing in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000
in excess thereof. 


    (c) Each Notice of A Borrowing shall be irrevocable and binding on the Borrower. In the case of any A Borrowing which the related Notice of A Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified in such Notice of A Borrowing, the applicable conditions set forth in Article III, including,
without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the A Advance to be made by such Lender as part of
such A Borrowing. The Borrower shall pay amounts owing to any Lender pursuant to this Section 2.02(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the amount such Lender is
entitled to claim under this Section 2.02(c) (which certificate shall be conclusive and binding for all purposes, absent manifest error). 


    (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any A Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such A
Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such A Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such 

-14- 












  corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower,
the interest rate applicable at the time to A Advances comprising such A Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid
shall constitute such Lender's A Advance as part of such A Borrowing for purposes of this Agreement (and such A Advance shall be deemed to have been made by such Lender on the date on which such amount is so repaid to the Administrative Agent).


    (e) The failure of any Lender to make the A Advance to be made by it as part of any A Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its A Advance on the date of such A Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the A Advance to be made by such other Lender on the date of any A Borrowing. 


  SECTION 2.03. The B Advances.


    (a) Each Lender severally agrees that the Borrower may request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the
Termination Date in the manner set forth below; provided that, following the making of each B Borrowing, the aggregate amount of the Advances then outstanding shall not exceed the aggregate
amount of the Commitments of the Lenders (computed without regard to any B Reduction). The following procedures shall apply: 


   (i) The Borrower may request a B Borrowing under
  this Section 2.03 by delivering to the Administrative Agent, by telecopier,
  a notice of a B Borrowing (a "Notice of B Borrowing"),
  in substantially the form of Exhibit B-2 hereto, specifying the date and aggregate
  amount of the proposed B Borrowing, the maturity date for repayment of each
  B Advance to be made as part of such B Borrowing (which maturity date may not
  be earlier than the date occurring 30 days after the date of such B Borrowing
  or later than the Termination Date), the interest payment date or dates relating
  thereto, and any other terms to be applicable to such B Borrowing, not later
than 10:00 A.M. (New York City time): 


   (A) at least one Business Day prior to the date
  of the proposed B Borrowing, if the Borrower shall specify in the Notice of
  B Borrowing that the rates of interest to be offered by the Lenders shall be
  fixed rates per annum (such Borrowing, a "Fixed Rate B Borrowing")
and


   (B) at least four Business Days prior to the date
  of the proposed B Borrowing, if the Borrower shall instead specify in the Notice
  of B Borrowing the basis to be used by the Lenders in determining the rates
of interest to be offered by them (such Borrowing, a "Specified Basis B Borrowing").


 Simultaneously with each such request, the Borrower shall pay to the Administrative Agent, for the Administrative Agent's account, a non-refundable fee in the amount 

-15- 












  heretofore agreed between the Borrower and the Administrative Agent. Promptly following the Administrative Agent's receipt of such request and the fee referred to in the preceding sentence, the Administrative Agent shall notify
each Lender of such request for a B Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of B Borrowing. 


    (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender
in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing (in the case of a Fixed Rate B Borrowing) and
(B) three Business Days before the date of such proposed B Borrowing (in the case of a Specified Basis B Borrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B
Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B
Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before
9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent,
before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B
Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. 


    (iii) The Borrower shall, in turn, (A) before 11:00 A.M. (New York City time) on the date of such proposed B Borrowing (in the case of a Fixed Rate B Borrowing) and (B) before 1:00 P.M. (New York City time) three Business Days
before the date of such proposed B Borrowing (in the case of a Specified Basis B Borrowing), either: 


   (x) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or 


     (y) in its sole discretion, (1) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above by giving notice to the Administrative Agent of the amount of each B Advance to be made by each
Lender as part of such B Borrowing (provided that (I) the amount of each such B Advance shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph
(ii) above and (II) such offers, if accepted, must be accepted in ascending order of the rates of interest specified by the offering Lenders in their respective notices 

-16- 












  delivered pursuant to paragraph (ii) above (in
  each case beginning with the lowest rate so offered) and, if offers are made
  by two or more Lenders with the same rates of interest for a greater aggregate
  principal amount than the amount in respect of which offers are accepted, then
  the principal amount of B Advances in respect of which such offers are accepted
  shall be allocated by the Borrower among such Lenders as nearly as possible
  (in integral multiples of
$1,000,000) in proportion to the aggregate maximum principal amount of such
offers by such Lenders), and (2) reject any remaining offers made by Lenders
pursuant to paragraph (ii) above by giving the Administrative Agent notice to
that effect. 


    (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is canceled pursuant to paragraph (iii)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall
not be made. 


    (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described
in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance
as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has
received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing
specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding
sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable
conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing
the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. 


    (b) As promptly as practicable after the date of such B Borrowing, the Borrower shall execute and deliver to the Administrative Agent a B Note payable to the order of each Lender participating in such Borrowing for each of the B
Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with this
Section 2.03. The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance. 


-17- 













   (c) Each B Borrowing shall be in an aggregate
  amount not less than $10,000,000 or an integral multiple of $1,000,000
  in excess thereof, but no B Borrowing shall be made if, following the making
  of such B Borrowing, the Borrower would not be in compliance with the limitation
set forth in the proviso to the first sentence of subsection (a) above. 


  (d) Within the limits and on the conditions set forth in this Section 2.03, the Borrower may from time to time borrow under this Section 2.03, repay pursuant to subsection (e) below, and reborrow under this Section 2.03,provided that a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing. 


    (e) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made a B Advance, or each other holder of a B Note, on the maturity date of each B Advance (such maturity date being that
specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance.
The Borrower shall have no right to prepay any principal amount of any B Advance. 


    (f) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B
Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice
of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. 


  SECTION 2.04. Certain Fees.


    (a) Facility Fee.
  The Borrower agrees to pay to the Administrative Agent for the account of each
  Lender (other than the Designated Bidders) a facility fee (the
"Facility Fee") on the average daily amount (whether used or unused) of
such Lender's Commitment from the date on which the Borrower signs this Agreement
(in the case of each Bank) and from the effective date specified in the Assignment
and Acceptance pursuant to which it became a Lender (in the case of each such
Lender) until the Termination Date at a rate per annum equal to the Applicable
Facility Fee Rate as in effect from time to time. Accrued Facility Fee shall
be paid on the last Business Day of each March, June, September and December
and on the Termination Date. 


    (b) Utilization Fee.
  The Borrower agrees to pay to the Administrative Agent for the account of each
  Lender (other than the Designated Bidders) a utilization fee (the
"Utilization Fee")
on the aggregate outstanding principal amount of such Lender's Advances during
any period that the aggregate outstanding principal amount of the Advances exceeds
an amount equal to 50% of the aggregate amount of the Commitments, at a rate
per annum equal to the Applicable Utilization Fee Rate. Accrued Utilization Fee
shall be paid on each day on which a payment of interest is due under Section
2.07. 


-18- 













    (c) Administrative Agent's Fee. The Borrower acknowledges its agreement to pay to the Administrative Agent, for the Administrative Agent's own account, an administrative
agency fee at the times and in the amounts heretofore agreed between the Borrower and the Administrative Agent. 


  SECTION 2.05. Reduction and Extensions of the Commitments.


    (a) Commitment Reductions. The Borrower shall have the right, upon at least three Business Days' notice to the Administrative Agent, to terminate in whole or reduce
ratably in part the unused portions of the respective Commitments of the Lenders, provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which
is less than the aggregate principal amount of the Advances then outstanding, and provided further that
each partial reduction shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000
in excess thereof. Once reduced or terminated, the Commitments may not be reinstated. 


  (b) Commitment Extensions. 


   (i) The Borrower may, by notice to the Administrative
  Agent (which shall promptly notify the Lenders) not more than 45 days and not
  less than 30 days prior to each anniversary of the Effective Date (each such
  anniversary, an
"Anniversary Date"),
request that the Lenders (other than the Designated Bidders) extend the Commitment
Termination Date for an additional one-year period from the Commitment Termination
Date then in effect hereunder (the "Existing Commitment Termination Date").
Each such Lender, acting in its sole discretion, shall, by notice to the Borrower
and the Administrative Agent given no later than the date (herein, the "Consent
Date")
that is 25 days prior to such Anniversary Date (or, if such date is not a Business
Day, the next succeeding Business Day), advise the Borrower and the Administrative
Agent whether or not such Lender agrees to such extension; provided that
each Lender that determines not to so extend the Commitment Termination Date
(a
"Non-Extending Lender") shall notify the Administrative Agent (which shall
notify the other Lenders) of such fact promptly after such determination (but
in any event no later than the Consent Date) and any Lender that does not so
advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending
Lender. The election of any Lender to agree to such extension shall not obligate
any other Lender to so agree. If and only if each of the Lenders (after giving
effect to any substitution of Lenders in accordance with Section 8.12) has advised
the Borrower and the Administrative Agent of its agreement to extend the Commitment
Termination Date as aforesaid on or prior to the Consent Date, then the Commitment
Termination Date shall be extended automatically, without any other action by
any Person, to the date that is one year after the Existing Commitment Termination
Date, provided that on the Consent Date, the representations and warranties
in Section 4.01 are true and correct as of such date and no Default shall have
occurred and be continuing. The Administrative
Agent will promptly notify the Borrower and the Lenders of each extension of
the Commitment Termination Date pursuant to this Section 2.05(b). 


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    SECTION 2.06. Repayment of A Advances. The Borrower hereby promises to pay to the Administrative Agent for account of each Lender the entire outstanding principal amount
of such Lender's A Advances, and each A Advance shall mature, on the Termination Date. 


  SECTION 2.07. Interest.


    (a) Ordinary Interest. The Borrower shall pay interest on the unpaid principal amount of each A Advance made by each Lender, from the date of such A Advance until such
principal amount shall be paid in full, at the following rates per annum: 


    (i) Base Rate Advances. If such A Advance is a Base Rate Advance, a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Margin for Base Rate Advances as in effect from time to time, payable quarterly in arrears on the last Business Day of each March, June, September and December and on the date such Base
Rate Advance shall be Converted or paid in full. 


    (ii) Eurodollar Rate Advances. If such A Advance is a Eurodollar Rate Advance, a rate per annum for each Interest Period for such A Advance equal to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable Margin for Eurodollar Rate Advances as in effect from time to time, payable on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on the day which occurs every three months after the first day of such Interest Period, and on the date such Eurodollar Rate Advance shall be Continued, Converted or paid in full. 


    (b) Default Interest. The Borrower shall pay interest on the unpaid principal amount of each A Advance and B Advance that is not paid when due (whether at stated
maturity, by acceleration or otherwise), and on the unpaid amount of any interest, fee or other amount payable hereunder that is not paid when due, payable on demand, at a rate per annum during the period from the due date thereof to the date on
which such amount is paid in full equal to: 


  (i) in the case of any amount of principal of such Advance: 


   (x) in the case of any Base Rate Advance, 2% plus the rate which would otherwise be applicable to such Advance, and


     (y) in the case of any Eurodollar Rate Advance, for the balance of the then current Interest Period, 2% plus the rate which would otherwise be applicable to such
Advance for such Interest Period and, thereafter, 2% plus the Base Rate as in effect from time to time, and 


  (ii) in the case of all other amounts, 2% plus the Base Rate as in effect from time to time. 


    SECTION 2.08. Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the
Board 

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  of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or the equivalent), additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Lender, from the date of such Eurodollar Rate Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate
for the then-current Interest Period for such Eurodollar Rate Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Eurodollar Rate Advance. Any Lender wishing to require payment of such additional interest shall so notify the Borrower and the
Administrative Agent and shall furnish to the Borrower at least five Business Days prior to each date on which interest is payable on the Eurodollar Rate Advances of such Lender a certificate (which certificate shall be conclusive and binding for
all purposes, absent manifest error) setting forth the basis for such assertion and the amount to which such Lender is then entitled under this Section (which shall be consistent with such Lender's good faith estimate of the level at which the
related reserves are being maintained by it). 


  SECTION 2.09. Interest Rate Determinations; Changes in Rating Systems.


    (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to
the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below).


    (b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose of Section 2.07 and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(a)(ii) . 


    (c) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar
Rate Advances, 


  (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period,


  (ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and 


    (iii) the obligation of the Lenders to make or Continue, or to Convert A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances
causing such suspension no longer exist. 


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    (d) If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority
Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon 


  (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and 


    (ii) the obligation of the Lenders to make or Continue, or to Convert A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances
causing such suspension no longer exist. 


   (e) If the Borrower shall fail to select the duration
  of any Interest Period for any Eurodollar Rate Advances in accordance with
  the provisions contained in the definition of "Interest Period" in Section
  1.01, the Administrative Agent will forthwith so notify the Borrower and the
  Lenders and such Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances. 


   (f) On the date on which the aggregate unpaid
  principal amount of Eurodollar Rate Advances comprising any A Borrowing shall
  be reduced, by payment or prepayment or otherwise, to less than $10,000,000,
such A Advances shall automatically Convert into Base Rate Advances. 


    (g) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.


   (h) If the rating system of either Moody's or
  Standard & Poor's shall change, or if either such rating agency shall cease
  to be in the business of rating corporate debt obligations, the Borrower and
  the Administrative Agent (on behalf of the Lenders) shall negotiate in good
  faith to amend the references to specific ratings in this Agreement to reflect
  such changed rating system or the non-availability of ratings from such rating
agency (provided that any such amendment to such specific ratings shall in no event be effective without the approval of the Majority Lenders). 


  SECTION 2.10. Voluntary Conversion and Continuation of A Advances.


    (a) Optional Conversion. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion and subject to the provisions of

 -22- 












  Sections 2.09 and 2.13, Convert all or any portion of the outstanding A Advances of one Type comprising part of the same A Borrowing into A Advances of the other Type; provided that (i) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and (ii) in the case of any such Conversion of a Eurodollar Rate Advance
into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the Borrower shall reimburse the Lenders in respect thereof pursuant to Section 8.04(c) . Each such notice of a Conversion shall, within the restrictions
specified above, specify (x) the date of such Conversion, (y) the A Advances to be Converted, and (z) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such A Advance. Each notice of Conversion
shall be irrevocable and binding on the Borrower. 


    (b) Continuations. The Borrower may, on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Continuation and subject to the provisions of Sections 2.09 and 2.13, Continue all or any portion of the outstanding Eurodollar Rate Advances comprising part of the same A Borrowing for one or more
Interest Periods; provided that (i) Eurodollar Rate Advances so Continued and having the same Interest Period shall be in an amount not less than the minimum amount specified in Section
2.02(b) and (ii) in the case of any such Continuation on a day other than the last day of an Interest Period therefor, the Borrower shall reimburse the Lenders in respect thereof pursuant to Section 8.04(c) . Each such notice of a Continuation
shall, within the restrictions specified above, specify (x) the date of such Continuation, (y) the Eurodollar Rate Advances to be Continued and (y) the duration of the initial Interest Period (or Interest Periods) for the Eurodollar Rate Advances
subject to such Continuation. Each notice of Continuation shall be irrevocable and binding on the Borrower. 


  SECTION 2.11. Prepayments of A Advances.


  (a) The Borrower shall have no right to prepay any principal amount of any A Advances other than as provided in subsection (b) below. 


    (b) The Borrower may, upon at least one Business Day's notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Advances comprising part of the same A Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount not
less than $10,000,000 or integral multiples
of $1,000,000 in excess thereof and (y) in the case of any such prepayment
of a Eurodollar Rate Advance on a day other than the last day of an Interest
Period therefor, the Borrower shall reimburse the Lenders in respect thereof
pursuant to Section 8.04(c) . 


  SECTION 2.12. Increased Costs.


  (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate 

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  Reserve Percentage) in or in the interpretation of (to the extent any such introduction or change occurs after the date hereof) any law or regulation or (ii) the compliance with any guideline or request of any central bank or
other governmental authority adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, the
Borrower shall from time to time, within 30 days after delivery by such Lender to the Borrower (with a copy to the Administrative Agent) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost,
pay (subject to Section 2.12(c)) to the Administrative Agent for the account of such Lender the amount of the increased costs set forth in such certificate (which certificate shall be conclusive and binding for all purposes, absent manifest error);  provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.



   (b) If any Lender (other than a Designated Bidder)
  determines that compliance with any law or regulation enacted or introduced
  after the date hereof or any guideline or request of any central bank or other
  governmental authority adopted or made after the date hereof (whether or not
  having the force of law) affects or would affect the amount of capital required
  or expected to be maintained by such Lender or any corporation controlling
  such Lender and that the amount of such capital is increased by or based upon
  the existence of such Lender's commitment to lend hereunder and other commitments
  of this type, then, within 30 days after delivery by such Lender to the Borrower
  (with a copy to the Administrative Agent) of a certificate as to (and specifying
  in reasonable detail the basis for) the Additional Amounts (as hereinafter
  defined) requested by such Lender, the Borrower shall pay (subject to Section
  2.12(c)) to the Administrative Agent for the account of such Lender, from time
  to time as specified by such Lender, the amount specified in such certificate
  (which certificate shall be conclusive and binding for all purposes, absent
  manifest error). For purposes hereof, the "Additional Amounts" that
  may be requested by any Lender under this Section 2.12(b) means such amounts
  as such Lender shall reasonably determine to be sufficient to compensate such
  Lender or any corporation controlling such Lender for any costs that such Lender
  reasonably determines are attributable to the maintenance by such Lender (or
  such corporation) of capital in respect of its commitments to lend hereunder
  (such compensation to include, without limitation, an amount equal to any reduction
  of the rate of return on assets or equity of such Lender (or such corporation)
  to a level below that which such Lender (or such corporation) could have achieved
  but for the enactment or introduction of such law or regulation or the adoption
or making of such guideline or request). 


    (c) The Borrower shall not be obligated to pay any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.12 that are attributable to the Excluded Period with respect to such additional amount;  provided,
  that if an applicable law, rule, regulation, guideline or request shall be
  adopted or made on any date and shall be applicable to the period (a "Retroactive Period")
  prior to the date on which such law, rule, regulation, guideline or request
  is adopted or made, the limitation on the Borrower's obligations to pay such
additional amounts 


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hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. 


    SECTION 2.13. Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to
make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) the obligation of the Lenders to make or
Continue, or to Convert A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall
upon demand prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Converts all Eurodollar Rate
Advances of all the Lenders then outstanding into Base Rate Advances in accordance with Section 2.10; provided that, before making any such demand, such Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to
perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. 


  SECTION 2.14. Payments and Computations.


    (a) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address
referred to in Section 8.02 in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or Facility Fees ratably (other than amounts payable pursuant to
Section 2.03, 2.08, 2.12, or 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the
parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. 


    (b) All computations of interest based on Citibank's base rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar
Rate or the Federal Funds Rate and of Facility Fees and Utilization Fees shall be made by the Administrative Agent, and all computations of 

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  interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which
such interest or Facility Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. 


    (c) Whenever any payment hereunder or under the Notes would be due on a day other than a Business Day, such due date shall be extended to the next succeeding Business Day, and any such extension of such due date shall in such
case be included in the computation of payment of interest or Facility Fee, as the case may be; provided, however, if such
extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 


    (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative
Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to
the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. 


  SECTION 2.15. Taxes.


    (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Lender and the Administrative Agent, taxes imposed on its
income, and franchise taxes imposed on it, by the jurisdiction under the laws
of which such Lender or the Administrative Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Lender, taxes imposed
on its income, and franchise taxes imposed on it, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender or the Administrative Agent, (i) the
sum payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. 


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   (b) In addition, the Borrower agrees to pay any
  present or future stamp or documentary taxes or any other excise or property
  taxes, charges or similar levies which arise from any payment made hereunder
  or under the Notes or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "Other Taxes"). 


    (c) The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under
this Section 2.15) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted. Such Lender will use reasonable efforts to contest such a Tax or Other Tax that is, in its opinion, incorrectly asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent
(as the case may be) makes written demand therefor. 


    (d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment
thereof. If no Taxes are payable in respect of any payment hereunder or under the Notes, the Borrower will furnish to the Administrative Agent, at such address, if the Administrative Agent believes there is a question as to the applicability of any
Taxes in the case of any payment hereunder and makes a request for such opinion, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Administrative Agent, in either case stating that such payment is
exempt from or not subject to Taxes. 


   (e) Each Lender organized under the laws of a
  jurisdiction outside the United States, on or prior to the date of its execution
  and delivery of this Agreement (in the case of each Bank) and on the date of
  the Assignment and Acceptance pursuant to which it becomes a Lender (in the
  case of each other Lender), and from time to time thereafter if requested in
  writing by the Borrower (but only so long as such Lender remains lawfully able
  to do so), shall provide the Borrower with Internal Revenue Service form W-8ECI
  or W-8BEN, as appropriate, or any successor form prescribed by the Internal
  Revenue Service, certifying that such Lender is entitled to benefits under
  an income tax treaty to which the United States is a party which reduces the
  rate of withholding tax on payments of interest or certifying that the income
  receivable pursuant to this Agreement is effectively connected with the conduct
  of a trade or business in the United States. If the form provided by a Lender
  at the time such Lender first becomes a party to this Agreement indicates a
  United States interest withholding tax rate in excess of zero, withholding
  tax at such rate shall be considered excluded from "Taxes" as defined in
Section 2.15(a). 


    (f) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.15(e) (other than if such failure is due to a change in law occurring subsequent to the date
on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.15(a) with respect to Taxes
imposed by the United States; provided, however, that should a Lender become subject to 

-27- 












Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes. 


    (g) Any Lender claiming any additional amounts payable pursuant to this Section 2.15 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office(s) if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. 


    (h) If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a Refund (as hereinafter defined) from a taxing authority, such Lender or the Administrative Agent shall promptly
notify the Borrower of the availability of such Refund and shall, within 30 days after receipt of a written request by the Borrower, make a claim to such taxing authority for such Refund at the Borrower's expense if, in the judgment of such Lender
or the Administrative Agent (as the case may be), the making such claim will not be otherwise disadvantageous to it; provided that nothing in this Section 2.15(h) shall require any Lender or
the Administrative Agent to institute any administrative, judicial or other proceeding (other than the filing of a claim for any such Refund) to obtain any such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund
from a taxing authority, it shall promptly pay to the Borrower the amount so received (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to the Taxes or Other Taxes
giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without
interest (other than interest paid by the relevant taxing authority with respect to such Refund); provided, however,
that the Borrower, upon the request of such Lender or the Administrative Agent,
shall repay the amount paid over to the Borrower (plus penalties, interest and
other charges) to such Lender or the Administrative Agent in the event such Lender
or the Administrative Agent is required to repay such Refund to such taxing authority.
Nothing contained in this Section 2.15 shall require any Lender or the Administrative
Agent to make available any of its tax returns (or any other information that
it deems to be confidential or proprietary). For purposes of this Section 2.15(h),
a "Refund" means a refund of Taxes or Other Taxes (other than any such
refund in the form of a tax credit) for which a Lender or the Administrative
Agent, as the case may be, has been indemnified by the Borrower (or with respect
to which the Borrower has paid additional amounts) pursuant to this Section 2.15, provided that the entitlement to such refund arises solely from a manifest error in the amount of such Taxes or Other Taxes so paid. 


    SECTION 2.16. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the A Advances made by it (other than pursuant to Section 2.08, 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase
from the other Lenders such participations in the A Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or 

-28- 












  any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 


ARTICLE III

CONDITIONS OF LENDING 


    SECTION 3.01. Condition Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the conditions precedent that the Borrower shall
have notified the Administrative Agent of the proposed Effective Date and the Administrative Agent shall have received, on or prior to December 1, 2006, the following, each (unless otherwise specified below) dated the date of such effectiveness, in
form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender (whereupon the Administrative Agent shall notify the Borrower and the Lenders that the Effective Date has occurred):



  (a) The A Notes payable to the order of the Lenders, respectively. 


    (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary
corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. 


    (c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower's certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower
authorized to sign this Agreement and the Notes. 


  (d) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. 


    (e) A favorable opinion of Jeffrey S. Sherman, Esq., General Counsel of the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably
request. 


   (f) A favorable opinion of Shearman & Sterling
  LLP, special counsel for the Administrative Agent, substantially in the form
of Exhibit F hereto. 


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    (g) A certificate of a senior officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section
4.01 are true and correct on and as of the date thereof as if made on and as of such date. 


    SECTION 3.02. Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A
Borrowing) shall be subject to the further conditions precedent that on the date of such A Borrowing the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the
proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): 


    (a) the representations and warranties contained in Section 4.01 (except for, in the case of any A Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i))
are true and correct on and as of the date of such A Borrowing, before and after giving effect to such A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and 


  (b) no event has occurred and is continuing, or would result from such A Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. 


    SECTION 3.03. Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the
initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: 


    (a) the Administrative Agent shall have received the B Note payable to the order of such Lender evidencing such B Advance (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B
Borrowing), and 


    (b) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): 


    (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i))
are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and 


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  (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. 


ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 


  SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: 


    (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and is duly qualified and in good standing under the laws of the respective states in which its
principal operating facilities are located. 


    (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the
Borrower's charter or by-laws or (ii) law or any material contractual restriction binding on the Borrower or, to the knowledge of the Borrower, any other contractual restriction binding on the Borrower. 


    (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or
the Notes. 


  (d) This Agreement is, and the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. 


    (e) (i) The consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at September 30, 2005, and the related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the
Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, all in accordance with generally accepted accounting principles consistently applied. 


     (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2006 and the related unaudited consolidated statements of income and cash flows for the nine months then ended and
set forth in the Borrower's Report on Form 10-Q for the quarter ended June 30, 2006, copies of which have been furnished to each Bank, fairly present, in conformity which generally accepted accounting principles applied on a basis 

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  consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such nine month period (subject to normal year-end adjustments). 


     (iii) Since September 30, 2005, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the
consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. 


    (f) There is no pending (or, to the Borrower's knowledge, threatened) action or proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an
adverse decision that (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity,
binding effect or enforceability of this Agreement or any Note. 


  (g) No proceeds of any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).


    (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed
by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided.


    (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of
ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established
under ERISA in connection with any Plan or Multiemployer Plan. 


   (j) The Borrower is not an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. 


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ARTICLE V 

COVENANTS OF THE BORROWER 


    SECTION 5.01. Affirmative Covenants. So long as any Note shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower covenants and agrees that,
unless the Majority Lenders shall otherwise consent in writing: 


    (a) Corporate Existence, Compliance with Laws, Etc. The Borrower will maintain its corporate existence and comply, and cause each Subsidiary to comply, with all
applicable laws, statutes, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and applicable Environmental Laws, except for any non-compliance which would not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. 


    (b) Taxes, Charges, Etc. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge, or cause to be paid and discharged, all taxes, assessments and
other governmental charges imposed upon it or any of its Subsidiaries and its and their properties, or any part thereof or upon the income or profits therefrom, as well as all claims for labor, materials or supplies which if unpaid might by law
become a Lien or charge upon any property of the Borrower or any such Subsidiary, except such items as are being in good faith appropriately contested by the Borrower or any of its Subsidiaries and as to which appropriate reserves are being
maintained and except for such items the non-payment of which would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. 


    (c) Performance of Material Obligations. The Borrower will, and will cause each of its Subsidiaries to, perform and observe each contractual, legal and other obligation
binding upon the Borrower or such Subsidiary, as the case may be, except where the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. 


    (d) Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, keep adequate records and books of account, in which complete entries
will be made in accordance with generally accepted accounting principles applicable to the Borrower and to permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its
books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be). 


    (e) Property. The Borrower will maintain, preserve and keep its own and will cause its Subsidiaries to keep their principal plants and properties and every part thereof
in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and
maintained, except in each case when the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. 


    (f) Insurance. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance with financially sound and reputable insurance companies, and with
respect

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  to property and risks of a character usually maintained by corporations engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such
corporations. 


  (g) Reporting Requirements. The Borrower will furnish to the Lenders: 


    (i) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of
the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the
chief financial officer of the Borrower; 


   (ii) as soon as available and in any event within
  100 days after the end of each fiscal year of the Borrower, a copy of the annual
  report for such year for the Borrower and its Consolidated Subsidiaries, containing
  consolidated financial statements for such year certified in a manner acceptable
  to the Securities and Exchange Commission by Ernst & Young, L.L.P. or other
independent public accountants acceptable to the Majority Lenders; 


    (iii) as soon as possible and in any event within five days after the occurrence of each Default and each Event of Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower
setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; 


    (iv) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to its security holders generally, and copies of all reports and registration statements which the Borrower or any Subsidiary of
the Borrower files with the Securities and Exchange Commission or any national securities exchange; 


  (v) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request; and


    (vi) together with the financial statements delivered pursuant to clauses (i) and (ii) above, a certificate of the Chief Financial Officer, Treasurer or Assistant Treasurer of the Borrower, in form and substance satisfactory to
the Administrative Agent, setting forth calculations demonstrating compliance with the covenant set forth in Section 5.01(i) . 


  Reports and financial statements required to be delivered by the Borrower pursuant to paragraphs (i), (ii) and (iv) of this Section 5.01(g) shall be deemed to have been delivered on the date on which it posts such reports, or
reports containing such financial statements, on its website on the Internet at www.bd.com or when such reports, or reports containing such financial statements are posted on the SEC's website at www.sec.gov; provided that it shall deliver paper 

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  copies of the reports and financial statements referred to in paragraphs (i), (ii) and (iv) of this Section 5.01(g) to the Administrative Agent or any Lender who requests it to deliver such paper copies until written notice to
cease delivering paper copies is given by the Administrative Agent or such Lender; and provided further that in every instance it
shall provide paper copies of the certificate required by subsection (vi) to the Administrative Agent and each of the Lenders until such time as the Administrative Agent shall provide it written notice otherwise. 


    (h) Use of Proceeds. The Borrower will use the proceeds of the Advances hereunder to support the Borrower's commercial paper program and for other general corporate
purposes (in each case in compliance with all applicable legal and regulatory requirements); provided that neither the Administrative Agent nor any Lender shall have any responsibility as to
the use of any such proceeds. 


  (i) Interest Coverage Ratio. The Borrower will maintain at all times an Interest Coverage Ratio of not less than 5 to 1. 


    SECTION 5.02. Negative Covenants. So long as any Note shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower covenants and agrees that,
without the written consent of the Majority Lenders: 


    (a) Liens. The Borrower will not, and will not permit any of its Subsidiaries to, at any time create, assume or suffer to exist any Lien upon or with respect to any of
its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: 


   (i) Liens existing on assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; 


  (ii) Liens on assets securing Debt of the Borrower or any Subsidiary of the Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assets, provided that such Lien attaches to such assets concurrently with or within 90 days after the acquisition thereof; 


  (iii) Liens on assets of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; 


  (iv) Liens existing on assets prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in contemplation of such acquisition; 


   (v) Liens covering the land and building in Fukushima,
  Japan of Nippon Becton Dickinson KK (a wholly owned, indirect Subsidiary of
the Borrower), securing debt of approximately ¥90,000,000; 


  (vi) Liens arising out of the refinancing, extension, renewal or refunding of any Debt of the Borrower or any Subsidiary of the Borrower secured by any Lien permitted 

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by any of the foregoing clauses of this Section 5.02(a), provided that such Debt is not increased and is not secured by any additional assets; and 


    (vii) additional Liens created after the date hereof, provided that
  the aggregate principal amount of Debt secured thereby and incurred on and
  after the date hereof shall not exceed $50,000,000 in the aggregate at
any one time outstanding. 


    (b) Mergers, Etc. The Borrower will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries (taken as a whole) to any Person, except that the Borrower may merge or consolidate with or into any other Person
so long as (x) immediately after giving effect to such transaction, no Default or Event of Default would exist and (y) the Borrower is the surviving corporation. 


    (c) Transactions with Affiliates. Except as expressly permitted by this Agreement, the Borrower will not, nor will it permit any of its Subsidiaries to, directly or
indirectly, make any investment in an Affiliate, transfer, sell, lease, assign or otherwise dispose of any property to an Affiliate, merge into or consolidate with or purchase or acquire property from an Affiliate or enter into any other transaction
directly or indirectly with or for the benefit of an Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided that: 


   (i) any Affiliate who is an individual may serve as a director, officer or employee of the Borrower or any of its Subsidiaries and receive reasonable compensation for his or her services in such capacity; 


     (ii) the Borrower and its Subsidiaries may enter into transactions with Affiliates if the monetary or business consideration arising therefrom would be substantially as advantageous to the Borrower and its Subsidiaries as the
monetary or business consideration that would obtain in a comparable transaction with a Person not an Affiliate; and 


     (iii) the foregoing provisions of this Section 5.02(c) shall not prohibit (x) the Borrower or any Subsidiary from declaring or paying any lawful dividend or other payment ratably in respect to all of its capital stock of the
relevant class or (y) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliates. 


    (d) Change in Nature of Business. The Borrower will not make any material change in the nature of the business of the Borrower and its Subsidiaries taken as a whole as
carried on at the date hereof. 


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ARTICLE VI 

EVENTS OF DEFAULT 


    SECTION 6.01. Events of Default.
  If any of the following events ("Events of Default")
shall occur and be continuing: 


    (a) The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Advance or any fee or other amount payable hereunder or under the Notes
when due and such failure remains unremedied for three Business Days; or 


  (b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or 


    (c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(g)(iii), 5.01(i) or 5.02; or (ii) the Borrower shall fail to perform or observe any other term or covenant of this
Agreement on its part to be performed or observed, and such failure remains unremedied for 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or


   (d) The Borrower or any of its Subsidiaries shall
  fail to pay any principal of or premium or interest on any other Debt of the
  Borrower or such Subsidiary which is outstanding in a principal amount of at
  least $25,000,000 in
the aggregate when the same becomes due and payable (whether at scheduled maturity,
  by required prepayment, acceleration, demand or otherwise), and such failure
  shall continue after the applicable grace period, if any, specified in the
  agreement or instrument relating to such Debt; or any other event shall occur
  or condition shall exist under any agreement or instrument relating to any
  such Debt and shall continue after the applicable grace period, if any, specified
  in such agreement or instrument, if the effect of such event or condition is
  to accelerate the maturity of such Debt; or any such Debt shall be declared
  to be due and payable, or required to be prepaid (other than by a regularly
  scheduled required prepayment), redeemed, purchased or defeased, or an offer
  to prepay, redeem, purchase or defease such Debt shall be required to be made,
in each case prior to the stated maturity thereof; or 


    (e) The Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief,
or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for
it or for any substantial part of its property and, in the case of any such proceeding instituted against the Borrower or any of its Subsidiaries, such 

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proceeding shall remain undismissed or unstayed for a period of 60 days; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or


   (f) Any judgment or order for the payment of money
  in excess of $25,000,000 shall be rendered against the Borrower or any
  of its Subsidiaries and either (i) enforcement proceedings shall have been
  commenced by any creditor upon such judgment or order and such proceedings
  shall not have been stayed or (ii) there shall be any period of 10 consecutive
  days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; or 


  (g) A Change in Control shall occur; or 


    (h) The Borrower shall incur or in the opinion of the Majority Lenders shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) that, in the determination of
the Majority Lenders, would (either individually or in the aggregate) materially adversely affect the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries (taken as a whole); 


  then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement to
be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by
the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be
terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.


ARTICLE VII 

THE ADMINISTRATIVE AGENT 


    SECTION 7.01. Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including,
without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be 

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  fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal
liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. 


    SECTION 7.02. Administrative Agent's Reliance, Etc.. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i)
may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as
provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral)
made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the
property (including the books and records) of the Borrower or any of its Subsidiaries; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by
it to be genuine and signed or sent by the proper party or parties. 


    SECTION 7.03. CUSA and Affiliates.
  With respect to its Commitment, the Advances made by it and the Notes issued
  to it, CUSA shall have the same rights and powers under this Agreement as any
  other Lender and may exercise the same as though it were not the Administrative
  Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
  indicated, include CUSA in its individual capacity. CUSA and its Affiliates
  may accept deposits from, lend money to, act as trustee under indentures of,
  and generally engage in any kind of business with, the Borrower, any of its
  Subsidiaries and any Person who may do business with or own securities of the
  Borrower or any such Subsidiary, all as if CUSA were not the Administrative
  Agent and without any duty to account therefor to the Lenders. The Administrative
  Agent shall have no duty to disclose any information obtained or received by
  it or any of its Affiliates relating to the Borrower or any of its Subsidiaries
  to the extent such information was obtained or received in any capacity other
than as Administrative Agent. 


    SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other documents and 

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  information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. 


    SECTION 7.05. Indemnification. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the
respective principal amounts of the A Advances then owed to them (or if no A Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the
Borrower. 


    SECTION 7.06. Successor Administrative Agent.
  The Administrative Agent may resign at any time by giving written notice thereof
  to the Lenders and the Borrower and may be removed at any time with or without
  cause by the Majority Lenders. Upon any such resignation or removal, the Majority
  Lenders shall have the right to appoint a successor Administrative Agent that,
  unless a Default or Event of Default shall have occurred and then be continuing,
  is reasonably acceptable to the Borrower. If no successor Administrative Agent
  shall have been so appointed by the Majority Lenders, and shall have accepted
  such appointment, within 30 days after the retiring Administrative Agent's
  giving of notice of resignation or the Majority Lenders' removal of the retiring
  Administrative Agent, then the retiring Administrative Agent may, on behalf
  of the Lenders, appoint a successor Administrative Agent, which shall be a
  commercial bank organized under the laws of the United States of America or
  of any State thereof and having a combined capital and surplus of at least $50,000,000.
  Upon the acceptance of any appointment as Administrative Agent hereunder by
  a successor Administrative Agent, such successor Administrative Agent shall
  thereupon succeed to and become vested with all the rights, powers, privileges
  and duties of the retiring Administrative Agent, and the retiring Administrative
  Agent shall be discharged from its duties and obligations under this Agreement.
  After any retiring Administrative Agent's resignation or removal hereunder
  as Administrative Agent, the provisions of this Article VII shall inure to
  its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. 


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  ARTICLE VIII 

  MISCELLANEOUS 



    SECTION 8.01. Amendments, Etc.. No amendment or waiver of any provision of this Agreement or the A Notes, nor consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than the Designated Bidders),
do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of such Lenders (it being understood that amendments or waivers of conditions precedent, representations, covenants, Defaults or Events
of Default shall not constitute an increase in the Commitment of any Lender) or subject such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Notes or any fees or other amounts payable hereunder, (d) postpone
any date fixed for any payment of principal of, or interest on, the A Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Notes, or the number of
Lenders, which shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender holding a B Note at such time, (1) reduce the principal of, or interest on, such B Note or any fees or other amounts payable hereunder or
thereunder with respect thereto, (2) postpone any date fixed for any payment of principal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to any additional
obligations; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note. This Agreement and the Notes constitute the entire agreement of the parties with respect
to the subject matter hereof and thereof. 


    SECTION 8.02. Notices, Etc.. (a) All notices and other communications provided for hereunder shall be (x) in writing (including telecopier communication) and mailed,
telecopied or delivered or (y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), if to the Borrower, at its address at Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880,
Attention: Richard K. Berman - Vice President and Treasurer, telephone no. (201) 847-7260, telecopier number (201) 847-5227; if to any Lender (other than a Designated Bidder), at the Domestic Lending Office specified in the Administrative
Questionnaire of such Lender; if to any Designated Bidder, at the Domestic Lending Office specified in the Designation Agreement pursuant to which it became a Lender; and if to the Administrative Agent, Citicorp USA, Inc., Two Penns Way, Suite 200,
New Castle, DE 19720, Attention: Bank Loan Syndications, telephone no. (212) 994-0961, telecopier no. (302) 894-6120; or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice
to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent, provided that
materials required to be delivered 

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  pursuant to Section 5.01(g)(i), (ii) or (iv) may be delivered to the Administrative Agent as specified in Section 5.01. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails
or telecopied, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. 


   (b) So long as CUSA or any of its Affiliates is
  the Administrative Agent, notwithstanding anything to the contrary herein,
  materials required to be delivered pursuant to Section 5.01(g)(i), (ii) and
  (iv) may be delivered to the Administrative Agent in an electronic medium in
  a format acceptable to the Administrative Agent and the Lenders by e-mail at
  oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative
  Agent may make such materials, as well as any other written information, documents,
  instruments and other material required to be delivered by the Borrower to
  the Lenders under this Agreement (collectively, the "Communications")
  available to the Lenders by posting such Communications on Intralinks or a
  substantially similar electronic system (the "Platform"). The Borrower acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided "as is" and "as available" and
(iii) neither the Administrative Agent nor any of its Affiliates warrants the
accuracy, adequacy or completeness of the Communications or the Platform and
each expressly disclaims liability for errors or omissions in the Communications
or the Platform. No warranty of any kind, express, implied or statutory, including,
without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other
code defects, is made by the Administrative Agent or any of its Affiliates in
connection with the Platform. The Administrative Agent and the Lenders agree
that all Communications posted on the Platform shall, unless the Borrower otherwise
agrees, be treated as confidential information and all Lenders given access to
the Communications on the Platform will be required to confirm the confidential
nature of the communications under the Platform's standard confidentiality procedures. 


   (c) Each Lender agrees that any notice to it (as
  provided in the next sentence) (a "Notice")
  specifying that any Communications have been posted to the Platform shall constitute
  effective delivery of such information, documents or other materials to such
  Lender for purposes of this Agreement; provided that if requested by any Lender the Administrative
Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender's e-mail address to which a Notice may be sent by electronic transmission
(including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender) and (ii)
that any Notice may be sent to such e-mail address. 


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    SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under
any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law. 


  SECTION 8.04. Costs, Expenses and Indemnification.


    (a) The Borrower agrees to pay and reimburse within 30 days after demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Administrative
Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a) .


   (b) The Borrower hereby indemnifies the Administrative
  Agent, Citigroup Global Markets Inc., each Lender and each of respective their
  Affiliates and their respective officers, directors, employees, agents, advisors
  and representatives (each, an "Indemnified Party")
  from and against any and all claims, damages, losses, liabilities and expenses
  (including, without limitation, fees and disbursements of counsel), joint or
  several, that may be incurred by or asserted or awarded against any Indemnified
  Party, in each case arising out of or in connection with or relating to any
  investigation, litigation or proceeding or the preparation of any defense with
  respect thereto arising out of or in connection with or relating to this Agreement,
  the Notes or the transactions contemplated hereby or thereby or any use made
  or proposed to be made with the proceeds of the Advances, whether or not such
  investigation, litigation or proceeding is brought by the Borrower, any of
  its shareholders or creditors, an Indemnified Party or any other Person, or
  an Indemnified Party is otherwise a party thereto, and whether or not any of
  the conditions precedent set forth in Article III are satisfied or the other
  transactions contemplated by this Agreement are consummated, except to the
  extent such claim, damage, loss, liability or expense results from such Indemnified
  Party's gross negligence or willful misconduct, or from a violation by such
  Indemnified Party of any law, order, regulation or agreement to which such
  Indemnified Party or its properties is subject, or from a breach of this Agreement
by such Indemnified Party. 


    The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the
Notes or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or any damages arising from the use by unintended recipients of any information or other materials 

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  distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, except to the extent such liability or damages are found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided that nothing in this
paragraph shall be deemed to constitute a waiver of any claim the Borrower may have, or to exculpate any Person from any liability that such Person may have to the Borrower, for breach by such Person of its obligations under this Agreement.



    (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason (other than a payment or Conversion pursuant to Section 2.13), the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. The Borrower shall pay amounts owing to any Lender pursuant to this
Section 8.04(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the amount such Lender is entitled to claim under this Section 8.04(c) (which certificate shall be conclusive and
binding for all purposes, absent manifest error). 


    SECTION 8.05. Right of Set-off.
  Upon (i) the occurrence and during the continuance of any Event of Default
  under Section 6.01(a) or (ii) the making of the request or the granting of
  the consent specified by Section 6.01 to authorize the Administrative Agent
  to declare the Notes due and payable pursuant to the provisions of Section
  6.01, each Lender and each of its Affiliates is hereby authorized at any time
  and from time to time, to the fullest extent permitted by law, to set off and
  apply any and all deposits (general or special, time or demand, provisional
  or final) at any time held and other indebtedness at any time owing by such
  Lender or such Affiliate to or for the credit or the account of the Borrower
  (all such deposits and other indebtedness being herein called "Obligations")
  against any and all of the obligations of the Borrower now or hereafter existing
  under this Agreement and any Note held by such Lender, whether or not such
  Lender shall have made any demand under this Agreement or such Note and although
  the Obligations may be unmatured. Each Lender agrees promptly to notify the
  Borrower after any such set-off and application made by such Lender or such
  Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such Affiliate may have. 


    SECTION 8.06. Binding Effect. This Agreement shall become effective when (a) it shall have been executed by the Borrower and the Administrative Agent and when the
Administrative Agent shall have been notified by each Bank that such Bank has executed it and (b) the Effective Date shall have occurred, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and
each Lender and their respective 

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  successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. Upon the effectiveness of this Agreement, all
commitments of the lenders under the Existing Credit Agreement shall terminate, the Lenders under this Agreement shall have the commitments herein stated, and each of the Lenders that is a party to the Existing Credit Agreement hereby waives, by
execution of this Agreement, the requirement of prior notice under the Existing Credit Agreement relating to the termination of commitments thereunder. 


  SECTION 8.07. Assignments, Designations and Participations.


    (a) Each Lender (other than a Designated Bidder) may, with notice to and the consent of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, such consents not to be
unreasonably withheld (but not otherwise), assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it
and the Note or Notes held by it); provided, however,
that (i) no such consent by the Borrower or the Administrative Agent shall be
required in the case of any assignment to an Affiliate of the assigning Lender,
(ii) each such assignment shall be of a constant, and not a varying, percentage
of all rights and obligations of the assigning Lender under this Agreement (other
than any right to make B Advances, B Advances owing to it or B Notes), (iii)
except in the case of an assignment of all of a Lender's rights and obligations
under this Agreement, the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 unless the Borrower and
the Administrative Agent otherwise agree, (iv) each such assignment shall be to an Eligible Assignee, (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500.
Upon such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto). 


    (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value 

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  of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower
or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 


   (c) Upon its receipt of an Assignment and Acceptance
  executed by an assigning Lender and an assignee representing that it is an
  Eligible Assignee, together with any Note or Notes subject to such assignment,
  the Administrative Agent shall, if such Assignment and Acceptance has been
  completed (and the Borrower and the Administrative Agent shall have consented
  to the relevant assignment to the extent required pursuant to Section 8.07(a))
  and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
  and Acceptance, (ii) record the information contained therein in the Register
  and (iii) give prompt notice thereof to the Borrower. Within five Business
  Days after its receipt of such notice, the Borrower, at its own expense, shall
  execute and deliver to the Administrative Agent in exchange for the surrendered
  Note or Notes (X) a new A Note to the order of such Eligible Assignee in an
  amount equal to the Commitment assumed by it pursuant to such Assignment and
  Acceptance and, if the assigning Lender has retained a Commitment hereunder,
  a new A Note to the order of the assigning Lender in an amount equal to the
  Commitment retained by it hereunder and (Y) new B Note or Notes to the order
  of such Eligible Assignee in an amount equal to the principal amount of the
  B Advances (if any) acquired by it pursuant to such Assignment and Acceptance
  and, if the assigning Lender has retained a portion of such B Advances, new
  B Note or Notes to the order of the assigning Lender in an amount equal to
  the principal amount of the B Advances retained by it hereunder). Such new
  A Note or Notes shall be in an aggregate principal amount equal to the aggregate
  principal amount of such surrendered A Note or Notes, and such new B Note or
  Notes shall be in an aggregate principal amount equal to the aggregate principal
  amount of such surrendered B Note or Notes. All such Notes shall be dated the
  effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 or A-2 hereto, as applicable. 


    (d) Each Lender (other than the Designated Bidders) may designate one or more banks or other entities to have a right to make B Advances as a Lender pursuant to Section 2.03; provided, however, that (i) no such Lender shall be entitled to make more than two such designations, (ii) each such Lender making one or more of such designations shall retain the
right 

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  to make B Advances as a Lender pursuant to Section 2.03, (iii) each such designation shall be to a Designated Bidder and (iv) the parties to each such designation shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, a Designation Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Designation Agreement, the designee thereunder shall be a party hereto
with a right to make B Advances as a Lender pursuant to Section 2.03 and the obligations related thereto.


   (e) By executing and delivering a Designation
  Agreement, the Lender making the designation thereunder and its designee thereunder
  confirm and agree with each other and the other parties hereto as follows:
  (i) such Lender makes no representation or warranty and assumes no responsibility
  with respect to any statements, warranties or representations made in or in
  connection with this Agreement or the execution, legality, validity, enforceability,
  genuineness, sufficiency or value of this Agreement or any other instrument
  or document furnished pursuant hereto; (ii) such Lender makes no representation
  or warranty and assumes no responsibility with respect to the financial condition
  of the Borrower or the performance or observance by the Borrower of any of
  its obligations under this Agreement or any other instrument or document furnished
  pursuant hereto; (iii) such designee confirms that it has received a copy of
  this Agreement, together with copies of the financial statements referred to
  in Section 4.01 and such other documents and information as it has deemed appropriate
  to make its own credit analysis and decision to enter into the Designation
  Agreement; (iv) such designee will, independently and without reliance upon
  the Administrative Agent, such designating Lender or any other Lender and based
  on such documents and information as it shall deem appropriate at the time,
  continue to make its own credit decisions in taking or not taking action under
  this Agreement; (v) such designee confirms that it is a Designated Bidder;
  (vi) such designee appoints and authorizes the Administrative Agent to take
  such action as administrative agent on its behalf and to exercise such powers
  under this Agreement as are delegated to the Administrative Agent by the terms
  hereof, together with such powers as are reasonably incidental thereto; and
  (vii) such designee agrees that it will perform in accordance with their terms
  all of the obligations which by the terms of this Agreement are required to
be performed by it as a Lender. 


    (f) Upon its receipt of a Designation Agreement executed by a designating Lender and a designee representing that it is a Designated Bidder, the Administrative Agent shall, if such Designation Agreement has been completed and is
substantially in the form of Exhibit D hereto, (i) accept such Designation Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. 


   (g) The Administrative Agent shall maintain at
  its address referred to in Section 8.02 a copy of each Assignment and Acceptance
  and each Designation Agreement delivered to and accepted by it and a register
  for the recordation of the names and addresses of each of the Lenders and,
  with respect to Lenders other than Designated Bidders, the Commitment of, and
  principal amount of the A Advances owing to, each such Lender from time to
  time (the "Register").
  The entries in the Register shall be conclusive and binding for the purposes,
  absent manifest error, and the Borrower, the Administrative Agent and the Lenders
  may treat each Person whose name is recorded in the Register as a Lender hereunder
for the purposes of this 

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Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 


    (h) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the
Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain
the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations
under this Agreement, and (v) no participant under any such participation agreement shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or to consent to any departure by the Borrower therefrom,
except to the extent that any such amendment, waiver or consent would (x) reduce the principal of, or interest on, the Notes or any fee or other amounts payable hereunder, in each case to the extent the same are subject to such participation, or (y)
postpone any date fixed for the payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent the same are subject to such participation. 


    (i) Any Lender may, in connection with any assignment, designation or participation or proposed assignment, designation or participation pursuant to this Section 8.07, disclose to the assignee, designee or participant or
proposed assignee, designee or participant, any information relating to the Borrower or any of its Subsidiaries furnished to such Lender by or on behalf of the Borrower; provided that, prior
to any such disclosure, the assignee, designee or participant or proposed assignee, designee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower or any such Subsidiary received by it
from such Lender on the terms set forth in Section 8.13. 


    (j) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances
owing to it and the Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. 


    (k) All amounts payable by the Company to any Lender under Sections 2.08, 2.12, 2.15 and 8.04(c) in respect of Advances held by such Lender, and such Lender's Commitment, shall be determined as if such Lender had not sold or
agreed to sell any participations in such Advances or Commitment and as if such Lender were funding each of such Advances and Commitments in the same way that it is funding the portion of such Advances and Commitment in which no participations have
been sold. No assignee or other transferee of any Lender's rights shall be entitled to receive any greater payment under Section 2.12 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer
is made (i) with the Borrower's prior written consent, (ii) by reason of the provisions of said Section 2.12 requiring such Lender to designate a different Applicable Lending Office as

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provided in said Section 2.12 or (iii) at a time when the circumstances giving rise to such greater payment did not exist. 


    SECTION 8.08. Governing Law; Submission to Jurisdiction. This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New
York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. 


    SECTION 8.09. Severability. In case any provision in this Agreement or in any Note shall be held to be invalid, illegal or unenforceable, such provision shall be
severable from the rest of this Agreement or such Note, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


    SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


    SECTION 8.11. Survival. The obligations of the Borrower under Sections 2.08, 2.12, 2.15 and 8.04, and the obligations of the Lenders under Section 7.05, shall survive
the repayment of the Advances and the termination of the Commitments. In addition, each representation and warranty made, or deemed to be made by any Notice of A Borrowing or Notice of B Borrowing, herein or pursuant hereto shall survive the making
of such representation and warranty, and no Lender shall be deemed to have waived, by reason of making any Advance, any Default or Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such extension of credit was made. 


    SECTION 8.12. Substitution of Lender.
  If (a) the obligation of any Lender to make, Continue or otherwise maintain
  Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any
  Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender
  shall fail to consent to an amendment or a waiver which pursuant to the terms
  of Section 8.01 requires the consent of all Lenders and with respect to which
  the Majority Lenders shall have granted their consent, (d) any Lender defaults
  in its obligations to fund Advances hereunder or (e) any Lender shall be a
  Non-Extending Lender, the Borrower shall have the right, if no Default or Event
  of Default then exists, to replace such Lender (the "Replaced Lender")
  with one or more Eligible Assignee(s), (each, a "Replacement Lender")
acceptable to the Administrative Agent, provided that: 


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    (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the
Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all
outstanding Advances of the Replaced Lender, (B) an amount equal to all accrued and unpaid Facility Fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to
Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Advances of such Replaced Lender outstanding at such time; and


    (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Lender concurrently with such replacement.


  Upon (I) the execution of the respective Assignment and Acceptance Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement
Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. 


    SECTION 8.13. Confidentiality. Each Lender agrees to hold all non-public information obtained pursuant to the provisions of this Agreement in accordance with its
customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices, provided that
nothing herein shall prevent any Lender from disclosing such information (i)
to any other Lender or to the Administrative Agent (or to Citigroup Global Markets
Inc.), (ii) upon the order of any court or administrative agency or otherwise
to the extent required by statute, rule, regulation or judicial process, (iii)
to bank examiners or upon the request or demand of any other regulatory agency
or authority, (iv) which had been publicly disclosed other than as a result of
a disclosure by the Administrative Agent or any Lender prohibited by this Agreement,
(v) in connection with any litigation to which any one or more of the Lenders
or the Administrative Agent is a party, or in connection with the exercise of
any remedy hereunder or under any Note, (vi) to such Lender's or Administrative
Agent's legal counsel and independent auditors and accountants and (vii) subject
to provisions substantially similar to those contained in this Section, to (A)
any actual or proposed participant or assignee, (B) any actual or prospective
counterparty (or its advisors) to any securitization, swap or derivative transaction
relating to the Borrower, and its Subsidiaries, and the obligations of the Borrower
under this Agreement to the extent they relate to such securitization, swap or
derivative transaction or (C) to such Lender’s Affiliates. 


  SECTION 8.14. No Fiduciary Relationship. The Borrower acknowledges that neither the Administrative Agent nor any Lender (in their respective
capacities as such) has any fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Agreement or any of the Notes, and the relationship between the Administrative Agent 

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and the Lenders (in such capacities), on the one hand, and the Borrower, on the other, in connection herewith or therewith is solely that of creditor and debtor. This Agreement does not create a joint venture among the parties.


  SECTION 8.15. Patriot Act Notice.
  Each Lender that is subject to the Act (as hereinafter defined) and the Administrative
  Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
  that, pursuant to the requirements of the USA Patriot Act (Title III of Pub.
  L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
  obtain, verify and record information that identifies the Borrower, which information
  includes the name and address of the Borrower and other information that will
  allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Act. 


-51- 













    SECTION 8.16. Waiver of Jury Trial. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 


  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 

					
	 		 		 		 		
      BECTON, DICKINSON AND COMPANY	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	 		 		 		 		
      CITICORP USA, INC.,	
	 		 		 		 		
      as Administrative Agent	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	 		 		 		 		
      Lenders	  
	
      Commitment 
	 		 	
	 	
	
      $100,000,000 
	 		
      CITICORP USA, INC.	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $100,000,000 
	 		
      THE BANK OF TOKYO-MITSUBISHI UFJ,	
	 		 		 		 		
      LTD., NEW YORK BRANCH	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	






  -52- 













					
	
      $70,000,000 
	 		
      BANCO BILBAO VIZCAYA ARGENTARIA S.A.	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:

	 
	 
	 	
	 	
	
      $70,000,000 
	 		
      MIZUHO CORPORATE BANK, LTD.	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:
	 
	 
	 	
	 	
	
      $70,000,000 
	 		
      BNP PARIBAS	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:
	 
	 
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:
	 
	 
	 	
	 	
	
      $55,000,000 
	 		
      THE BANK OF NEW YORK	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:
	 
	 
	 	
	 	
	
      $45,000,000 
	 		
      ING CAPITAL LLC	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:
	 
	 
	 	
	 	
	
      $45,000,000 
	 		
      JPMORGAN CHASE BANK, N.A.	
	 	
	 		 		 		 		
      By__________________________

      Name:

      Title:

      
	 
	 






  -53- 













					
	
      $45,000,000 
	 		
      STANDARD CHARTERED BANK	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $45,000,000 
	 		
      INTESABCI NEW YORK BRANCH	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $45,000,000 
	 		
      WELLS FARGO, N.A.	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $45,000,000 
	 		
      BANK OF AMERICA, N.A.	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $35,000,000 
	 		
      THE NORTHERN TRUST COMPANY	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $35,000,000 
	 		
      THE GOVERNOR AND COMPANY OF THE	
	 		 		 		 		
      BANK OF IRELAND	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	






  -54- 













					
	
      $35,000,000 
	 		
      UNICREDITO ITALIANO S.P.A.	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $35,000,000 
	 		
      CALYON NEW YORK BRANCH	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $25,000,000 
	 		
      MELLON BANK, N.A.	
	 	
	 		 		 		 		
      By

      __________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $25,000,000 
	 		
      LASALLE BANK N.A.	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $25,000,000 
	 		
      SANTANDER CENTRAL HISPANO	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	
      $25,000,000 
	 		
      BARCLAYS BANK PLC	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	






  -55- 












					
	
      $25,000,000 
	 		
      STATE STREET BANK AND TRUST	
	 		 		 		 		
      COMPANY	
	 	
	 		 		 		 		
      By__________________________	
	 		 		 		 		
      Name:	
	 		 		 		 		
      Title:	
	 	
	 	
	 	
	 	
	
      $1,000,000,000.00 
	
    Total of the Commitments 







  -56- 










EXHIBIT A-1


FORM OF A NOTE




	U.S.$______________	Dated:  December 1, 2006





          
FOR VALUE RECEIVED, the undersigned, BECTON, DICKINSON AND COMPANY, a New Jersey
corporation (the “Borrower”),
HEREBY PROMISES TO PAY to the order of _________________
 (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) on the Termination Date (as so
defined) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the A Advances (as defined below) made by the Lender to the Borrower pursuant to the Credit Agreement then
outstanding. 


            The Borrower promises to pay interest on the unpaid principal amount of each A Advance from the date of such A Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement. 


            Both principal and interest are payable in lawful money of the United States of America to Citicorp USA, Inc., as Administrative Agent, at Two Penns Way, Suite 200, New Castle, DE 19720, in same day funds. Each A Advance made by
the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.



            This Promissory Note is one of the A Notes referred to in, and is entitled to the benefits of, the Amended and Restated Five Year Credit Agreement dated as of December 1, 2006 (the “Credit
Agreement”) among the Borrower, the Lender and certain other banks parties thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent, and Citicorp USA, Inc., as Administrative Agent for
the Lender and such other banks. The Credit Agreement, among other things, (i) provides for the making of advances (the “A Advances”) by the Lender to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such A Advance being evidenced by this Promissory Note, and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 


            The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.



            This Promissory Note shall be governed by, and construed in accordance with, the law of the State of New York, United States. 











	 	
      BECTON, DICKINSON AND COMPANY  
	 	 	   
	 	 	   
	 	 	   
	 	By  	 	 
	 	 	Name:      
	 	 	Title:     


 
















ADVANCES AND PAYMENTS OF PRINCIPAL

	       	      	       	 	
Amount of    	 	
Unpaid of    	 	       
	   	         	
Amount of    	 	
Principal Paid       	 	
Principal    	 	
Notation     
	
Date 	        	
Advance      	 	
or Prepaid   	 	
Balance      	 	
Made By      
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 
















EXHIBIT A-2


FORM OF B NOTE

	
U.S.$
______________
        	       	
     	       	
Dated: ____________ __, _____        




            FOR VALUE RECEIVED, the undersigned, BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”),
HEREBY PROMISES TO PAY to the order of _________________
 (the “Lender”)
 for the account of its Applicable Lending Office (as defined in the Credit Agreement
 referred to below), on ______________,
_____, the principal amount of __________Dollars ($___________). 


            The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below:




Interest Rate: _____% per annum (calculated on the
  basis of a year of _____ days for the actual number of days elapsed). 


Interest Payment Date or Dates: ___________________________




            Both principal and interest are payable in lawful
money of the United States of America to ______________ or the account of the
Lender at the office of ________________________________, at
_____________________, in same day funds. 


            This Promissory Note is one of the B Notes referred to in, and is entitled to the benefits of, the Amended and Restated Five Year Credit Agreement dated as of December 1, 2006 (the “Credit
Agreement”) among the Borrower, the Lender and certain other banks parties thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent, and Citicorp USA, Inc., as Administrative Agent for
the Lender and such other banks. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 


            The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.



            This Promissory Note shall be governed by, and construed in accordance with, the law of the State of New York, United States. 

	 	BECTON, DICKINSON
        AND COMPANY 
	 	 	 
	 	 	 
	 	 	 
	 	By  	 	 
	 	 	Name: 
	 	 	Title: 
















EXHIBIT B-1


NOTICE OF A BORROWING


Citicorp USA, Inc., as Administrative

   Agent for the Lenders parties 

   to the Credit Agreement 

   referred to below 

Two Penns Way, Suite 200 

New Castle, DE 19720 


Attention:__________
 


[Date]


Ladies and Gentlemen:


                 The undersigned, Becton, Dickinson and Company, refers to the Amended and Restated Five Year Credit Agreement, dated as of December 1, 2006 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent, and Citicorp USA, Inc., as
Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests an A Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such A Borrowing (the “Proposed A Borrowing”) as required by Section 2.02(a) of the Credit Agreement: 



      (i)
The Business Day of the Proposed A Borrowing is ___________ __, _____.


      (ii)
The Type of A Advances comprising the Proposed A Borrowing is [Base Rate Advances]
[Eurodollar Rate Advances]. 


      (iii)
The aggregate amount of the Proposed A Borrowing is $___________. 


      [(iv)
The initial Interest Period for each A Advance made as part of the
Proposed A Borrowing is ______
month[s]]1. 




                 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed A Borrowing: 




      (A)
the representations and warranties contained in Section 4.01 (other than Section
4.01(e)(iii) and Section 4.01(f)(i)) are correct, before and after giving effect
to the




 



1 For Eurodollar Rate Advances only.











-2-



Proposed A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and 


      (B)
no event has occurred and is continuing, or would result from such Proposed A
Borrowing or from the application of the proceeds therefrom, which constitutes
a Default or an Event of Default. 



	 	Very truly
    yours,
	 	 
	 	BECTON, DICKINSON
        AND COMPANY 
	 	 	 
	 	 	 
	 	 	 
	 	By  	 	 
	 	 	Name: 
	 	 	Title: 
















EXHIBIT B-2


NOTICE OF B BORROWING


Citicorp USA, Inc., as Administrative

   Agent for the Lenders parties 

   to the Credit Agreement 

   referred to below 

Two Penns Way, Suite 200 

New Castle, DE 19720 



Attention: Bank Loan Syndications 


[Date]


Ladies and Gentlemen:


                The undersigned, Becton, Dickinson and Company, refers to the Amended and Restated Five Year Credit Agreement, dated as of December 1, 2006 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent, and Citicorp USA, Inc., as
Administrative Agent for said Lenders, and hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a B Borrowing under the Credit Agreement, and in that connection sets forth the terms on which
such B Borrowing (the “Proposed B Borrowing”) is requested to be made: 

	(A)   	
 Date of B Borrowing 	 	 	 
	(B)	
 Amount of B Borrowing       	 	 	 
	(C)	
 Maturity Date       	 	 	 
	(D)	
 Interest Rate Basis 	 	 	 
	(E)	
 Interest Payment Date(s)    	 	 	 
	(F)	 	 	 	 
	(G)	 	 	 	 
	(H)	 	 	 	 





                  The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed B Borrowing: 


      (a) the representations and warranties contained in Section 4.01 (other than Section 4.01(e)(iii) and Section 4.01(f)(i)) are correct, before and after giving effect to the Proposed B Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; 












-2-


      (b) no event has occurred and is continuing, or would result from the Proposed B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; and 

      (c) the aggregate amount of the Proposed B Borrowing and all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the unused Commitments of the Lenders. 


                 The undersigned hereby confirms that the Proposed B Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of the Credit Agreement. 

	 	Very truly
        yours,
	 	 
	 	BECTON, DICKINSON
        AND COMPANY 
	 	 	 
	 	 	 
	 	 	 
	 	By  	 	 
	 	 	Name: 
	 	 	Title: 
















EXHIBIT C


ASSIGNMENT AND ACCEPTANCE



Dated ____________ __, _____




            Reference is made to the Amended and Restated Five Year Credit Agreement dated as of December 1, 2006 (the “Credit Agreement”) among Becton, Dickinson and
Company, a New Jersey corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent,
and Citicorp USA, Inc., as Administrative Agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.



          
_____________ (the “Assignor”)
and _____________ (the “Assignee”) agree as
follows: 


            1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as
of the date hereof [(other than in respect of B Advances and B Notes)]2 which represents the
percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement [(other than in respect of B Advances and B Notes)]1, including, without limitation, such interest in the Assignor’s Commitment, the A Advances and B Advances owing to the Assignor, and the A Note[s] and B Note[s]
held by the Assignor. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the A Advances and B Advances owing to the Assignee will be as set forth in Section 2 of Schedule 1. 


            2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the A Note[s] and B Note[s] referred to in paragraph 1 above and requests that the Administrative Agent
exchange such Note[s] for (X) a new A Note to the order of the Assignee in an amount equal to the Commitment assumed by it pursuant hereto and a new A Note to the order of the Assignor in an amount equal to the Commitment retained by it under the
Credit Agreement and (Y) new B Note or Notes to the order of the Assignee in an amount equal to the principal amount of the B Advances (if any) acquired by it pursuant hereto and, if the Assignor has retained a portion of such B Advances, new B Note
or Notes to the order of the 

 

 

2 Delete bracketed text if B Advances are covered by this Assignment and Acceptance.











-2-


Assignor in an amount equal to the principal amount of the B Advances retained by it under the Credit Agreement, in each case specified on Schedule 1 hereto. 


           3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (vi) specifies as its
Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement and the Notes or such other documents as are
necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].3 


            4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee and the consent of the Borrower (to the extent required pursuant to Section 8.07 of the Credit Agreement), it will be delivered to the
Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto
(the “Effective Date”). 


            5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 


            6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and Facility Fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under 

 

 

3 If the Assignee is organized under the laws of a jurisdiction outside the United States.











-3-


the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 


            7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. 


            IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1
hereto. 

 

 











SCHEDULE 1 

to 

ASSIGNMENT AND ACCEPTANCE

	
Percentage assigned to Assignee      	       	
_______________%     
	 

        
	
Assignee’s Commitment   	       	
$______________
        
	 

        
	
Aggregate outstanding principal      	       	     
	
  amount of A Advances assigned 	       	
$______________
        
	 

        
	
Principal Amount of A Note   	       	     
	
  payable to Assignee   	       	
$______________
        
	 

        
	
Principal Amount of A Note   	       	     
	
  payable to Assignor   	       	
$______________
        
	 

        
	
Aggregate outstanding principal      	       	     
	
  amount of B Advances assigned 	       	
$______________
        
	 

        
	
Principal Amount of B Note   	       	     
	
  payable to Assignee   	       	
$______________
        
	 

        
	
Principal Amount of B Note   	       	     
	
  payable to Assignor   	       	
$______________
        
	 

        
	
Effective Date (if other than        	       	     
	
  date of acceptance by 	       	     
	
  Administrative Agent)*        	       	
___________ __, ______       














-2-

	 	
      [NAME OF ASSIGNOR], as Assignor        	 
	 	 	   	 
	 	By  	 	 
	 	 	Name:  	 
	 	 	Title: 	 
	 	 	 
	 	
      [NAME OF ASSIGNEE], as Assignee        	 
	 	 	       	 
	 	By	 	 
	 	 	Name:  	 
	 	 	Title: 	 
	 	 	 	 
	 	 	 	 
	 	
      Domestic Lending Office:       	 
	 	 	       	 
	 	 	 	 
	 	 	 	 
	 	
      Eurodollar Lending Office:     	 





* This date should be no earlier than the date of acceptance by the Administrative Agent.

Accepted this  day

   of    _________, _____

	     
	
CITICORP USA, INC., as       
	 	Administrative Agent	 
	     
	     
	
By         	 	 
	 	Name:	   
	 	Title:	   
	     
	     
	
CONSENTED TO:        
	     
	
BECTON, DICKINSON AND COMPANY        
	 
	     
	By   	 	 
	 	Name:	 
	 	Title:	 


 
















EXHIBIT D


DESIGNATION AGREEMENT



Dated _____________ __, _____


            Reference is made to the Amended and Restated Five Year Credit Agreement dated as of December 1, 2006 (the “Credit Agreement”) among Becton, Dickinson and
Company, a New Jersey corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent,
and Citicorp USA, Inc., as Administrative Agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.



            ____________ (the “Designator”) and ____________ (the “Designee”) agree as
follows: 


            1. The Designator hereby designates the Designee, and the Designee hereby accepts such designation, to have a right to make B Advances pursuant to Section 2.03 of the Credit Agreement. 


            2. The Designator makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto and (ii) the financial condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 


            3. The Designee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Designator or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is a Designated Bidder; (iv) appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its Applicable Lending Office
with respect to B Advances (and address for notices) the offices set forth beneath its name on the signature pages hereof. 


            4. Following the execution of this Designation Agreement by the Designator and its Designee, it will be delivered to the Administrative Agent for acceptance and recording by the












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Administrative Agent. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on the signature page hereto (the “Effective Date”). 


            5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, the Designee shall be a party to the Credit Agreement with a right to make B Advances as a Lender pursuant to Section 2.03 of the
Credit Agreement and the rights and obligations of a Lender related thereto. 


            6. This Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 

 











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            IN WITNESS WHEREOF, the parties hereto have caused this Designation Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 

	
Effective Date*:     	       	
____________ __, _____       


 

	 	[NAME OF DESIGNATOR]	 
	 	 	 	 
	 	By  	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 
	 	[NAME OF DESIGNEE]	 
	 	 	 	 
	 	By	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	 	 	 
	 	Applicable
    Lending	 
	 	 	Office (and address	 
	 	 	for notices)	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 

Accepted this  ______ day

of    _____________, _____

	 
	CITICORP USA,
        INC., as 
	 	Administrative Agent	 
	 
	 
	By   	 	 
	 	Name:	 
	 	Title:	 






* This date should be no earlier than the date of acceptance by the Administrative Agent.

 











EXHIBIT E


[Form of Opinion of Counsel of the Borrower]


December 1, 2006


To the Banks party to the 

   Credit Agreement referred to below

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Syndication Agent

Citicorp USA, Inc., as Administrative Agent 

399 Park Avenue 

New York, New York 10043 


Ladies and Gentlemen:


            I am General Counsel of Becton, Dickinson and Company (the “Borrower”) and with attorneys in my department have acted as counsel to the Borrower in connection
with the Amended and Restated Five Year Credit Agreement (the “Credit Agreement”) dated as of December 1, 2006, among the Borrower, the lenders named therein, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as syndication agent, and Citicorp USA, Inc., as Administrative Agent, providing for loans to be made by said lenders to the Borrower in an aggregate principal amount not exceeding $1,000,000,000.
Terms defined in the Credit Agreement are used in this opinion letter as defined therein. This opinion letter is being delivered pursuant to Section 3.01(e) of the Credit Agreement. 


            In rendering the opinion expressed below, I, or attorneys under my supervision, have examined the following agreements, instruments and other documents: 

	 	
(a)          	
the Credit Agreement;
    
	 
	 	
(b)	
the Notes issued on the date hereof (collectively with the Credit Agreement, the “Credit Documents”); and
 
	 
	 	
(c)	
such corporate records of the Borrower and such other documents as I have deemed necessary as a basis for the opinions expressed below.
  
	 



            In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied upon certificates of governmental officials and appropriate representatives of the Borrower and upon representations made in or pursuant to the Credit Agreement.



            In rendering the opinions expressed below, I have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Borrower):













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(i)	 	
such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents;
        
	 
	 	
(ii)	 	
all signatories to such documents have been duly authorized; and
 
	 
	 	
(iii)	 	
all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
       



            Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as I have deemed necessary as a basis for the opinions expressed below, I
am of the opinion that: 



     1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey. 


      2. The Borrower has all requisite corporate power
to execute and deliver, and to perform its obligations and to incur liabilities
under, the Credit Documents. 


      3. The execution, delivery and performance by the Borrower of, and the incurrence by the Borrower of liabilities under, each Credit Document have been duly authorized by all necessary corporate action on the part of the Borrower.



      4. Each Credit Document has been duly executed and delivered by the Borrower. 


      5. Each Credit Document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of the Credit Documents is subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing. 


      6. No authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of the United States of America or the State of New York is required on the part of the Borrower
for the execution, delivery or performance by the Borrower of, or for the incurrence by the Borrower of any liabilities under, any of the Credit Documents. 


      7. The execution, delivery and performance by the Borrower of, and the consummation by the Borrower of the transactions contemplated by, the Credit Documents do not (a) violate any provision of the charter or by-laws of the
Borrower, 













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(b) violate any applicable law, rule or regulation of the United States of America, the State of New Jersey or the State of New York, (c) violate any order, writ, injunction or decree of any court or governmental authority or
agency or any arbitral award applicable to the Borrower and its Subsidiaries of which I have knowledge or (d) result in a breach of, constitute a default under, require any consent under, or result in the acceleration or required prepayment of any
indebtedness pursuant to the terms of, any agreement or instrument of which I have knowledge to which the Borrower and its Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or result in the creation or
imposition of any Lien upon any Property of the Borrower pursuant to the terms of any such agreement or instrument. 


      8. There is no pending (or, to my knowledge, threatened) action or proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision
that (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity, binding effect or
enforceability of the Credit Agreement or any Note. 


     The foregoing opinions are subject to the following comments and qualifications:


      (A) The enforceability of Section 8.04(b) of the Credit Agreement may be limited by laws limiting the enforceability of provisions exculpating or exempting a party from, or requiring indemnification of a party for, its own action
or inaction. 


      (B) The enforceability of provisions in the Credit Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 


      (C) I express no opinion as to (i) the effect of the laws of any jurisdiction in which any Lender is located that limit the interest, fees or other charges such Lender may impose, (ii) Section 8.05 of the Credit Agreement, (iii)
Section 7.05 of the Credit Agreement, (iv) the second sentence of Section 8.08 of the Credit Agreement, insofar as such sentence relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to
adjudicate any controversy related to the Credit Documents, (v) the third sentence of Section 8.08 of the Credit Agreement and (vi) Section 8.09 of the Credit Agreement. 




            The foregoing opinions are limited to matters involving the Federal laws of the United States, the law of the State of New Jersey and the law of the State of New York, and I do not express any opinion as to the laws of any other
jurisdiction. 


            In delivering the foregoing opinion, I have, with your approval, relied as to all matters governed by the laws of the State of New Jersey upon the opinion of even date herewith of Gary DeFazio, Esq., Associate General Counsel of
the Borrower, a copy of which has been furnished to you. In my opinion, such opinion is satisfactory in form and scope and you are justified in relying thereon. 

 











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            At the request of the Borrower, this opinion letter is, pursuant to Section 3.01(e) of the Credit Agreement, provided to you by me in my capacity as General Counsel of the Borrower and may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated by the Credit Agreement without, in each instance, my prior written consent. 


Very truly yours,

 











EXHIBIT F


[Form of Opinion of Special New York Counsel

to the Administrative Agent] 


December 1, 2006


To the Initial Lenders party to the

      Credit Agreement referred to

      below and to Citicorp USA, Inc.,

      as Administrative Agent 


Becton, Dickinson and Company


Ladies and Gentlemen:


          We have acted as counsel to Citicorp USA, Inc., as Administrative Agent (the “Agent”), in connection with the Amended and Restated
Five Year Credit Agreement, dated as of December 1, 2006 (the “Credit Agreement”), among Becton, Dickinson and Company, a New Jersey corporation (the “Borrower”), and each of you. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. 


          In that connection, we have reviewed originals or copies of the following documents: 


          (a) The Credit Agreement. 


          (b) The Notes executed by the Borrower and delivered on the date hereof. 


The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents.” 


          We have also reviewed originals or copies of such other agreements and documents as we have deemed necessary as a basis for the opinion expressed below. 


          In our review of the Opinion Documents and other documents, we have assumed:

	 	
(A)	
The genuineness of all signatures.
       
	 
	 	
(B)	
The authenticity of the originals of the documents submitted to us.
      
	 
	 	
(C)	
The conformity to authentic originals of any documents submitted to us as copies.
        
	 
	 	
(D)	
As to matters of fact, the truthfulness of the representations made in the Credit Agreement.
     
	 
	 	
(E)	
That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Borrower, enforceable against each such party in accordance with its terms.
  
	 












	 	
(F)	
That:
    




          (1)      The Borrower is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.


          (2)      The Borrower has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents. 


          (3)      The execution, delivery and performance by the Borrower of the Opinion Documents have been duly authorized by all necessary action (corporate or otherwise) and do not:





          (a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;


           (b) except with respect to Generally
    Applicable Law, violate any law, rule or regulation applicable to it; or


          
  (c) result in any conflict with or breach of any agreement or document binding
  on it of which any addressee hereof has knowledge, has received notice or
  has reason to know.




          (4)      Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the
same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by the Borrower of
any Opinion Document or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. 


            We have not independently established the validity of the foregoing assumptions.




          “Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including
the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Borrower, the Opinion Documents or the
transactions governed by the Opinion Documents. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to
the Borrower, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to any of the Opinion Documents or any of its
affiliates.


          Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that each Opinion Document is the legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 


          Our opinion expressed above is subject to the following qualifications:












           (a) Our opinion is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to
fraudulent transfers). 


           (b) Our opinion is subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law). 


           (c) We express no opinion with respect to the enforceability of indemnification provisions, or of release or exculpation provisions, contained in the Opinion Documents to the extent that enforcement thereof is contrary to public
policy regarding the indemnification against or release or exculpation of criminal violations, intentional harm or violations of securities laws. 


          (d) Our opinion is limited to Generally Applicable Law.



          A copy of this opinion letter may be delivered by any of you to any person that becomes a Lender in accordance with the provisions of the Credit Agreement. Any such person may rely on the opinions
expressed above as if this opinion letter were addressed and delivered to such person on the date hereof. 



          This opinion letter is rendered to you in connection with the transactions contemplated by the Opinion Documents. This opinion letter may not be relied upon by you or any person entitled to rely on
this opinion pursuant to the preceding paragraph for any other purpose without our prior written consent. 


          This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that
may occur after the date of this opinion letter that might affect the opinions expressed herein. 


Very truly yours,