Five Year Competitive Advance And Revolving Credit Facility Agreement

EXHIBIT 10.1

EXECUTION COPY


$2,000,000,000

FIVE YEAR COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT

Among BRISTOL-MYERS SQUIBB COMPANY,

THE BORROWING SUBSIDIARIES,

THE LENDERS NAMED HEREIN,

BANK OF AMERICA, N.A.

as Syndication Agent,

JPMORGAN CHASE BANK, N.A.

as Administrative Agent and

CITICORP NORTH AMERICA, INC.,

as Administrative Agent

Dated as of December 21, 2006


J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.

and

BANC OF AMERICA SECURITIES LLC

as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS Page

ARTICLE I Definitions 1

SECTION 1.1. Defined Terms 1

SECTION 1.2. Classification of Loans and Borrowings 15

SECTION 1.3. Terms Generally 15

SECTION 1.4. Accounting Terms; GAAP 16

ARTICLE II The Credits 16

SECTION 2.1. Commitments 16

SECTION 2.2. Loans and Borrowings 16

SECTION 2.3. Requests for Revolving Borrowings 17

SECTION 2.4. Competitive Bid Procedure 18

SECTION 2.5. Extension of Maturity Date 20

SECTION 2.6. Funding of Borrowings 21

SECTION 2.7. Interest Elections 22

SECTION 2.8. Termination and Reduction of Commitments 23

SECTION 2.9. Repayment of Loans; Evidence of Debt 24

SECTION 2.10. Prepayment of Loans 24

SECTION 2.11. Fees 25

SECTION 2.12. Interest 26

SECTION 2.13. Alternate Rate of Interest 26

SECTION 2.14. Increased Costs 27

SECTION 2.15. Break Funding Payments 28

SECTION 2.16. Taxes 29

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 32

SECTION 2.18. Mitigation Obligations; Replacement of Lenders 33

SECTION 2.19. Borrowing Subsidiaries 34

SECTION 2.20. Prepayments Required Due to Currency Fluctuation 34

ARTICLE III Representations and Warranties 35

SECTION 3.1. Organization; Powers 35

SECTION 3.2. Authorization 35

SECTION 3.3. Enforceability 35

SECTION 3.4. Governmental Approvals 36

SECTION 3.5. Financial Statements; No Material Adverse Change 36

SECTION 3.6. Litigation; Compliance with Laws 36

SECTION 3.7. Federal Reserve Regulations 36

SECTION 3.8. Use of Proceeds 36

SECTION 3.9. Taxes 37

SECTION 3.10. Employee Benefit Plans 37


i Page

SECTION 3.11. Environmental and Safety Matters 37

SECTION 3.12. Properties 37

SECTION 3.13. Investment and Holding Company Status 38

ARTICLE IV Conditions 38

SECTION 4.1. Effective Date 38

SECTION 4.2. Each Credit Event 38

SECTION 4.3. Initial Borrowing by Each Borrowing Subsidiary 39

ARTICLE V Covenants 39

SECTION 5.1. Existence 39

SECTION 5.2. Business and Properties 39

SECTION 5.3. Financial Statements, Reports, Etc. 40

SECTION 5.4. Insurance 41

SECTION 5.5. Obligations and Taxes 41

SECTION 5.6. Litigation and Other Notices 41

SECTION 5.7. Books and Records 41

SECTION 5.8. Consolidations, Mergers, and Sales of Assets 41

SECTION 5.9. Liens 42

SECTION 5.10. Limitation on Sale and Leaseback Transactions 43

SECTION 5.11. Leverage Ratio 43

ARTICLE VI Events of Default 43

ARTICLE VII The Administrative Agents 45

ARTICLE VIII Miscellaneous 48

SECTION 8.1. Notices 48

SECTION 8.2. Survival of Agreement 49

SECTION 8.3. Binding Effect 50

SECTION 8.4. Successors and Assigns 50

SECTION 8.5. Expenses; Indemnity 52

SECTION 8.6. Applicable Law 53

SECTION 8.7. Waivers; Amendment 53

SECTION 8.8. Entire Agreement 54

SECTION 8.9. Severability 54

SECTION 8.10. Counterparts 54

SECTION 8.11. Headings 54

SECTION 8.12. Right of Setoff 54

SECTION 8.13. Jurisdiction; Consent to Service of Process 54

SECTION 8.14. Waiver of Jury Trial 55

SECTION 8.15. Conversion of Currencies 55

SECTION 8.16. Guaranty 56


ii Page

SECTION 8.17. European Monetary Union 57

SECTION 8.18. Confidentiality 58

SECTION 8.19. USA PATRIOT Act 59


iii SCHEDULES

Schedule 2.1 Commitments EXHIBITS

Exhibit A-1 Form of Competitive Bid Request

Exhibit A-2 Form of Notice of Competitive Bid Request

Exhibit A-3 Form of Competitive Bid

Exhibit A-4 Form of Competitive Bid Accept/Reject Letter

Exhibit A-5 Form of Borrowing Request

Exhibit B Form of Assignment and Acceptance

Exhibit C Form of Opinion of Company' s Counsel

Exhibit D Form of Borrowing Subsidiary Agreement

Exhibit E Form of Borrowing Subsidiary Termination


iv

FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the " Agreement" ) dated as of December 21, 2006, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the " Company" ), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the " Lenders" ), BANK OF AMERICA, N.A. as Syndication Agent, JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, " JPMCB" ), and CITICORP NORTH AMERICA, INC., as Administrative Agent for the Lenders (in such capacity, " CNAI" ; JPMCB and CNAI are referred to herein individually as an " Administrative Agent" and collectively as the " Administrative Agents" ) and as competitive advance facility agent (in such capacity, the " Advance Agent" ).

The Company has requested that the Lenders, on the terms and subject to the conditions herein set forth (i) extend credit to the Company and the applicable Borrowing Subsidiaries to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date (such term and each other capitalized term used but not defined herein having the meaning assigned to it in Article I) a principal amount not in excess of $2,000,000,000 and (ii) provide a procedure pursuant to which the Company and the Borrowing Subsidiaries may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Company or the applicable Borrowing Subsidiary. The proceeds of such borrowings are to be used for working capital and other general corporate purposes of the Company and its subsidiaries (other than funding hostile acquisitions), including commercial paper backup and repurchase of shares. The Lenders are willing to extend such credit on the terms and subject to the conditions herein set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms . As used in this Agreement, the following terms have the meanings specified below: " ABR" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" Administrative Fees" shall have the meaning assigned to such term in Section 2.11(c).

" Administrative Questionnaire" shall mean an administrative questionnaire delivered by a Lender pursuant to Section 8.4(e) in form acceptable to the Administrative Agents.

" Affiliate" shall mean, when used with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common Control with the Person specified.

" Alternate Base Rate" shall mean for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by CNAI as its base rate in effect at its principal office in New York City, (b) 1/2 of one percent above the Federal Funds Effective Rate and (c) the Base CD Rate in effect for such day plus 1%. If for any reason CNAI shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or Federal Funds Effective Rate, or both, specified in clause (b) or (c), respectively, of the first sentence of this definition, for any reason, including, without limitation, the inability or failure of CNAI to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate shall be effective on the effective date of any change in such rate.

" Alternative Currency" shall mean at any time, Euro, Sterling and any currency (other than Dollars) that is readily available, freely traded and convertible into Dollars in the London market and as to which a Dollar Equivalent can be calculated. " Applicable Percentage" shall mean, with respect to any Lender, the percentage of the total Commitments represented by such Lender' s Commitment. If the Commitments have terminated or expired, Applicable Percentage shall mean, with respect to any Lender, the percentage of the Dollar Equivalent of the aggregate outstanding principal amount of the Loans represented by the Dollar Equivalent of the aggregate outstanding principal amount of each Lender' s Loans.

" Applicable Rate" shall mean on any date, with respect to any Eurocurrency Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption " Applicable Rate for Eurocurrency Revolving Loans" or " Applicable Rate for Facility Fees" , as the case may be, based upon the Ratings by Moody' s and S&P, respectively, in effect on such date:

S&P/Moody' s Rating

Equivalent of the

Company' s senior

unsecured non-credit

enhanced long-term debt

Five Year Revolving Credit Facility

Utilization Fee (in Basis Points) Facility Fee
(in Basis Points)

Applicable Margin for Eurocurrency Loans

(in Basis Points)

AA-/Aa3 or better 4.0 13.5 2.5

A+/A1 or better 4.5 15.5 5.0

A/A2 or better 5.0 20.0 5.0

A-/A3 or better 6.0 24.0 5.0

BBB+/Baa1 or worse 8.0 27.0 10.0


2

The higher Rating shall determine the Applicable Rate unless the S&P and Moody' s Ratings are more than one level apart, in which case the Rating one level above the lower Rating shall be determinative. In the event that the Company' s senior unsecured non-credit-enhanced long-term debt is rated by only one of S&P and Moody' s, then that single Rating shall be determinative. The Company hereby agrees that at all times it shall maintain a senior unsecured non-credit-enhanced long-term debt rating from either S&P or Moody' s. " Assessment Rate" shall mean, for any day, the net annual assessment rate (rounded upwards, if necessary, to the next higher Basis Point) as most recently estimated by CNAI for determining the then current annual assessment payable by CNAI to the Federal Deposit Insurance Corporation (or any successor) for insurance by such Corporation (or such successor) of time deposits made in Dollars at CNAI' s domestic offices.

" Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee in the form of Exhibit B.

" Availability Period" shall mean the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

" Base CD Rate" shall mean the sum of (a) the product of (i) the Average Weekly Three-Month Secondary CD Rate times (ii) a fraction of which the numerator is 100% and the denominator is 100% minus the aggregate rates of (A) basic and supplemental reserve requirements in effect on the date of effectiveness of such Average Weekly Three-Month Secondary CD Rate, as set forth below, under Regulation D of the Board applicable to certificates of deposit in units of $100,000 or more issued by a " member bank" located in a " reserve city" (as such terms are used in Regulation D) and (B) marginal reserve requirements in effect on such date of effectiveness under Regulation D applicable to time deposits of a " member bank" and (b) the Assessment Rate. " Average Weekly Three-Month Secondary CD Rate" shall mean the three-month secondary certificate of deposit (" CD" ) rate for the most recent weekly period covered therein in the Federal Reserve Statistical release entitled " Weekly Summary of Lending and Credit Measures (Averages of daily figures)" released in the week during which occurs the day for which the CD rate is being determined. The CD rate so reported shall be in effect, for the purposes of this definition, for each day of the week in which the release date of such publication occurs. If such publication or a substitute containing the foregoing rate information is not published by the Federal Reserve for any week, such average rate shall be determined by CNAI on the basis of quotations received by it from three New York City negotiable certificate of deposit dealers of recognized standing on the first Business Day of the week succeeding such week for which such rate information is not published.

" Basis Point" shall mean 1/100th of 1%.

" Board" shall mean the Board of Governors of the Federal Reserve System of the United States of America.

" Board of Directors" shall mean either the board of directors of the Company or any duly authorized committee thereof or any committee of officers of the Company acting


3

pursuant to authority granted by the board of directors of the Company or any committee of such board. " Borrower" shall mean the Company or any Borrowing Subsidiary. " Borrowing" shall mean (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period and a single Currency are in effect or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period and a single Currency are in effect.

" Borrowing Request" shall mean a request by the Company for a Revolving Borrowing in accordance with Section 2.3.

" Borrowing Subsidiary" shall mean any Subsidiary of the Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.19.

" Borrowing Subsidiary Agreement" shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit D.

" Borrowing Subsidiary Obligations" shall mean the due and punctual payment of (i) the principal of and interest on any Loans made by the Lenders to the Borrowing Subsidiaries pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities (including, without limitation, the obligations described in Section 2.19) of the Borrowing Subsidiaries to the Lenders under this Agreement and the other Loan Documents.

" Borrowing Subsidiary Termination" shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit E.

" Business Day" shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided , however , that, when used in connection with a Eurocurrency Loan, the term " Business Day" shall also exclude (i) any day on which banks are not open for dealings in dollar deposits or in the applicable Alternative Currency in the London interbank market, (ii) in the case of a Eurocurrency Loan denominated in Euros, any day on which the TARGET payment system is not open for settlement of payment in Euros or (iii) in the case of a Eurocurrency Loan denominated in an Alternative Currency other than Sterling or Euro, any day on which banks are not open for dealings in such Alternative Currency in the city which is the principal financial center of the country of issuance of the applicable Alternative Currency.

" Capital Lease Obligations" of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.


4

" Change in Control" shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan) shall have acquired beneficial ownership of shares representing more than 20% of the combined voting power represented by the outstanding Voting Shares of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder), or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.

" Change in Law" shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

" Class" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Competitive Loans.

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

" Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans expressed as an amount representing the maximum aggregate amount of such Lender' s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.8 or (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 8.4. The initial amount of each Lender' s Commitment is set forth on Schedule 2.1, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $2,000,000,000.

" Commitment Utilization Percentage" shall mean on any day, the percentage equivalent of a fraction (a) the numerator of which is the aggregate outstanding principal amount of the Loans and (b) the denominator of which is the aggregate Commitments (or, on any day after termination of the Commitments, the aggregate Commitments in effect immediately preceding such termination). " Company" shall mean Bristol-Myers Squibb Company, a Delaware corporation. " Competitive Bid" shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.4.

5

" Competitive Bid Accept/Reject Letter" shall mean a notification made by the Company pursuant to Section 2.4(d) in the form of Exhibit A-4.

" Competitive Bid Rate" shall mean, as to any Competitive Bid, the Competitive Loan Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

" Competitive Bid Request" shall mean a request made pursuant to Section 2.4 in the form of Exhibit A-1.

" Competitive Borrowing" shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted under the bidding procedure described in Section 2.4.

" Competitive Loan" shall mean a Loan made pursuant to Section 2.4. Each Competitive Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

" Competitive Loan Exposure" shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the outstanding Competitive Loans of such Lender denominated in Dollars and (b) the sum of the Dollar Equivalents of the aggregate principal amounts of the outstanding Competitive Loans of such Lender denominated in Alternative Currencies.

" Competitive Loan Margin" shall mean, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

" Consolidated Capitalization" shall mean at any time the sum of short term borrowings, long-term debt and shareholders' equity, all as shown at such time in the Company' s consolidated balance sheet determined in accordance with GAAP. " Consolidated Net Indebtedness" shall mean at any time (i) the sum of short-term borrowings and long-term debt less (ii) cash, cash equivalents, time deposits and marketable securities, all as shown at such time on the Company' s consolidated balance sheet determined in accordance with GAAP.

" Consolidated Net Tangible Assets" shall mean, with respect to the Company, the total amount of its assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (ii) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated subsidiaries and determined on a consolidated basis in accordance with GAAP.

" Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership


6

of voting securities, by contract or otherwise. " Controlling" and " Controlled" have meanings correlative thereto.

" Currency" shall mean Dollars or any Alternative Currency. " Debt" shall mean (i) all obligations represented by notes, bonds, debentures or similar evidences of indebtedness; (ii) all indebtedness for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal trade terms and (iii) all rental obligations as lessee under leases which shall have been or should be recorded as Capital Lease Obligations.

" Default" shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

" Dollar Equivalent" shall mean on any date, with respect to any principal amount of any Loan denominated in an Alternative Currency, the equivalent in Dollars of such amount, determined by CNAI using the Exchange Rate in effect for such Alternative Currency at approximately 11:00 a.m. London time on such date; provided , however , that with respect to determining the amount of any Loan that is being made, the Dollar Equivalent shall be determined on the date of the relevant Borrowing Request or Competitive Bid Request, as applicable, that resulted in the making of such Loan. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.

" Dollars" or " $" shall mean lawful money of the United States of America. " Effective Date" means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 8.7).

" EMU Legislation" means the legislative measures of the European Council (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

" Environmental and Safety Laws" shall mean any and all applicable current and future treaties, laws (including without limitation common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, permissions, written notices or binding agreements issued, promulgated or entered by any Governmental Authority, relating to the environment, to employee health or safety as it pertains to the use or handling of, or exposure to, any hazardous substance or contaminant, to preservation or reclamation of natural resources or to the management, release or threatened release of any hazardous substance, contaminant, or noxious odor, including without limitation the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency


7

Planning and Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as amended, any similar or implementing state law, all amendments of any of them, and any regulations promulgated under any of them.

" ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

" ERISA Affiliate" shall mean any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414 of the Code.

" ERISA Termination Event" shall mean (i) a " Reportable Event" described in Section 4043 of ERISA and the regulations issued thereunder (other than a " Reportable Event" not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a " single employer" Plan during a plan year in which it was a " substantial employer" , both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which is reasonably likely to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of ...