Exhibit 10a






Exhibit 10a.


EXECUTION VERSION


FIRST AMENDMENT TO CREDIT AGREEMENT


FIRST AMENDMENT (the “First Amendment”) dated as of June 21, 2013, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Credit Agreement”) dated as of September 29, 2011, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined in the Credit Agreement), the lenders party thereto (the “Lenders”), certain Agents, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, “JPMCB”), and CITIBANK, N.A., as Administrative Agent (in such capacity, “CBNA”; JPMCB and CBNA are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as competitive advance facility agent.


W I T N E S S E T H:


WHEREAS, the Company has requested that certain provisions of the Credit Agreement be amended as set forth herein;


NOW, THEREFORE, it is agreed:


SECTION 1.    Defined Terms


Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.


SECTION 2.    Amendment to the Credit Agreement


The Credit Agreement shall be amended as of the First Amendment Effective Date (as defined below) as follows:


(a)    The recital to the Credit Agreement is hereby amended by deleting the phrase “, including commercial paper backup and repurchase of shares.”


(b)    Section 2.5 (Extension of Maturity Date) of the Credit Agreement is hereby amended by adding the following sentence at the end of Section 2.5(a):


Notwithstanding the foregoing, with respect to the anniversary of the Effective Date occurring on September 29, 2013, the Borrower may submit an Extension Letter on or prior to June 21, 2013 requesting an extension of the Maturity Date to September 29, 2017 in lieu of submitting such Extension Request during the period referred to above.











SECTION 3.    Conditions to Effectiveness of the First Amendment


This First Amendment shall become effective on the date on which each of the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date”):


(a)    CBNA (or its counsel) shall have received from the Company and the Required Lenders either (i) a counterpart of this First Amendment signed on behalf of such party or (ii) written evidence satisfactory to CBNA (which may include email or telecopy transmission of a signed signature page of this First Amendment) that such party has signed a counterpart of this First Amendment.


(b)    The Administrative Agents shall have received, to the extent invoiced not less than two Business Days before the First Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company under Section 8.5 of the Credit Agreement.


CBNA shall notify the Company and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.


SECTION 4.    Effects on Loan Documents


This First Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents.  From and after the First Amendment Effective Date, all references to the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Credit Agreement as amended by this First Amendment.  Except as expressly amended by this First Amendment, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect.


SECTION 5.    Miscellaneous


(a)    The Company represents and warrants to the Lenders and the Administrative Agents that the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date.


(b)    This Amendment may be executed in multiple counterparts, each of which shall constitute an original but all of which taken together shall constitute but one contract.  A counterpart hereof, or signature page hereto, delivered to the Administrative Agent by facsimile or e-mail shall be effective as delivery of an original manually-signed counterpart.


(c)    The provisions of Sections 8.5, 8.11, 8.13 and 8.14 of the Credit Agreement are incorporated herein by reference as if fully set forth herein, mutatis mutandis.


SECTION 6.    Applicable Law


THIS FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


[Signature pages follow]
 
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the day and year first above written.











	
	
	BRISTOL-MYERS SQUIBB COMPANY

	By: /s/ Jeffrey Galik  
Name:  Jeffrey Galik
Title:    Senior Vice President and Treasurer



















	
	
	CITIBANK, N.A., as Administrative Agent and as a Lender

	By: /s/ Maureen P. Maroney  
Name:  Maureen P. Maroney
Title:    Vice President





















	
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

	By: /s/ William Clark  
Name:  William Clark
Title:    Managing Director















	
	
	BANK OF AMERICA, N.A. 



	By: /s/ Robert LaPorte  
Name:  Robert LaPorte
Title:    Vice President





















	
	
	BNP Paribas

	By: /s/ Michael Hoffman  
Name:  Michael Hoffman
Title:    Vice President


By: /s/ Andrea Sanger  
Name:  Andrea Sanger
Title:    Vice President

















	
	
	ROYAL BANK OF SCOTLAND PLC

	By: /s/ William McGinty  
Name:  William McGinty
Title:    Director

















	
	
	BARCLAYS BANK PLC, as a lender

	By: /s/ Alicia Borys
Name:  Alicia Borys
Title:    Vice President

















	
	
	DEUTSCHE BANK AG NEW YORK BRANCH

	By: /s/ Ming K. Chu
Name:  Ming K. Chu
Title:    Vice President


By: /s/ Virginia Cosenza
Name:  Ming K. Chu
Title:    Vice President

















	
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

	By: /s/ Mikhail Faybusovich
Name:  Mikhail Faybusovich
Title:    Authorized Signatory


By: /s/ Tyler R. Smith
Name:  Tyler R. Smith
Title:    Authorized Signatory

















	
	
	Goldman Sachs Bank USA

	By: /s/ Mark Walton
Name:  Mark Walton
Title:    Authorized Signatory

















	
	
	MORGAN STANLEY BANK, N.A.

	By: /s/ Kelly Chin
Name:  Kelly Chin
Title:    Authorized Signatory

















	
	
	The Bank of Tokyo-Mitsubishi UFJ. Ltd.

	By: /s/ Jaime Sussman
Name:  Jaime Sussman
Title:    VP

















	
	
	HSBC Bank USA, National Association

	By: /s/ Thomas A. Foley
Name:  Thomas A. Foley
Title:    Managing Director

















	
	
	Wells Fargo Bank, N.A.

	By: /s/ Monique Gasque
Name:  Monique Gasque
Title:    Vice President

















	
	
	THE BANK OF NEW YORK MELLON

	By: /s/ Clifford A. Mull
Name:  Clifford A. Mull
Title:    First Vice President

















	
	
	THE NORTHERN TRUST COMPANY

	By: /s/ Dan Boote
Name:  Dan Boote
Title:    Senior Vice President

















	
	
	SOVEREIGN BANK, N.A.

	By: /s/ William Maag
Name:  William Maag
Title:    Senior Vice President