Celgene Corp Watch

from 425 100 pages $1,000,000,000 3-Year Revolving Credit Facility Agreement Among Bristol-Myers Squibb Company, the Borrowing Subsidiaries, the Lenders Named Herein, Barclays Bank PLC, Credit Suisse Loan Funding LLC, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association, as Documentation Agents, Mufg Bank, Ltd., as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Administrative Agent Dated as of January 25, 2019 Morgan Stanley Senior Funding, Inc., Mufg Bank, Ltd., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Sumitomo Mitsui Banking Corporation and Wells Fargo Securities LLC, as Joint Lead Arrangers and Bookrunners

from 425 99 pages $2,000,000,000 364-Day Revolving Credit Facility Agreement Among Bristol-Myers Squibb Company, the Borrowing Subsidiaries, the Lenders Named Herein, Barclays Bank PLC, Bnp Paribas, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Hsbc Bank USA, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as Documentation Agents, Morgan Stanley Senior Funding, Inc. and Mufg Bank, Ltd., as Syndication Agents, Citibank, N.A., as Administrative Agent and Jpmorgan Chase Bank, N.A., as Administrative Agent Dated as of January 25, 2019

from 425 110 pages $8,000,000,000 Term Loan Credit Agreement Among Bristol-Myers Squibb Company, the Lenders Named Herein, Barclays Bank PLC, Credit Suisse Loan Funding LLC, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents, Mufg Bank, Ltd., as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Administrative Agent. Dated as of January 18, 2019 Morgan Stanley Senior Funding, Inc., Mufg Bank, Ltd., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Mizuho Bank, Ltd. and Wells Fargo Securities LLC, as Joint Lead Arrangers and Bookrunners

from 8-K 74 pages U.S. $2,000,000,000 Amended and Restated Credit Agreement Dated as of April 25, 2018 Among Celgene Corporation as Borrower and the Initial Lenders Named Herein as Initial Lenders and Citibank, N.A. as Administrative Agent and Jpmorgan Chase Bank, N.A. as Syndication Agents Bank of America, N.A., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Hsbc Bank USA, National Association and Morgan Stanley Senior Funding, Inc. as Documentation Agent And

from 10-Q 17 pages Amendment No. 3 Dated as of April 17, 2017 (This “Amendment”), in Respect of the Second Amended and Restated Credit Agreement Dated as of April 17, 2015 (As Amended by the First Amendment Dated as of July 29, 2015 and Amendment No. 2 Dated as of April 18, 2016, the “Credit Agreement”), Among Celgene Corporation, a Delaware Corporation (The “Borrower”), the Lenders From Time to Time Party Thereto, and Citibank, N.A., as Administrative Agent (The “Agent”) for the Lenders. the Borrower Has Requested That the Termination Date Be Extended From April 17, 2021 to April 17, 2022 in Accordance With Section 2.20(a) of the Credit Agreement. in Consideration of the Agreements, Provisions and Covenants Herein Contained, and Other Good and Valuable Consideration the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree, on the Terms and Subject to the Conditions Set Forth Herein, as Follows: Section 1. Amendment. Upon Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Is Amended as Follows: (A) Clause (E) of the Definition of Debt in Section 1.01 Is Hereby Amended in Full to Read as Follows: (E) All Obligations of Such Person as Lessee Under Leases That Have Been or Should Be, in Accordance With Gaap, Recorded as Capital Leases Or, After Giving Effect to Fasb Asc Topic 842, as Finance Leases, (B) the Definition of EBITDA in Section 1.01 Is Hereby Amended in Full to Read as Follows

from 10-Q 18 pages Amendment No. 2 Dated as of April 18, 2016 (This “Amendment”), in Respect of the Second Amended and Restated Credit Agreement Dated as of April 17, 2015 (As Amended by the First Amendment Dated as of July 29, 2015, the “Credit Agreement”), Among Celgene Corporation, a Delaware Corporation (The “Borrower”), the Lenders From Time to Time Party Thereto, and Citibank, N.A., as Administrative Agent (The “Agent”) for the Lenders. the Borrower Has Requested That the Termination Date Be Extended From April 17, 2020 to April 17, 2021 in Accordance With Section 2.20(a) of the Credit Agreement. in Consideration of the Agreements, Provisions and Covenants Herein Contained, and Other Good and Valuable Consideration the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree, on the Terms and Subject to the Conditions Set Forth Herein, as Follows: Section 1. Amendment. Upon Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Is Hereby Amended as Follows: (A) Section 1.01 Is Amended by Inserting in the Appropriate Alphabetical Location the New Defined Terms: “Bail-In Action” Has the Meaning Specified in Section 8.15. (B) the Definition of “Federal Funds Rate” in Section 1.01 Is Amended by Deleting the Phrase “Arranged by Federal Funds Brokers”. (C) the Definition of “Lender Insolvency Event” in Section 1.01 Is Amended by Deleting the Phrase “The Subject of a Proceeding Under Any Debtor Relief Law” and Substituting Therefor the Phrase “The Subject of a Proceeding Under Any Debtor Relief Law or a Bail-In Action”. (D) a New Section 8.15 Is Added to Read as Follows

from 10-Q 16 pages First Amendment Dated as of July 29, 2015 (This “Amendment”), in Respect of the Second Amended and Restated Credit Agreement Dated as of April 17, 2015 (The “Credit Agreement”), Among Celgene Corporation, a Delaware Corporation (The “Borrower”), the Lenders From Time to Time Party Thereto, and Citibank, N.A., as Administrative Agent (The “Agent”) for the Lenders

from 8-K 7 pages Jpmorgan Chase Bank, N.A. 383 Madison Avenue New York, Ny 10179 Revolving Credit Agreement

from 8-K 24 pages Project Strix US$5,000,000,000 Bridge Loan Facility Commitment Letter

from SC TO-C 24 pages Project Strix US$5,000,000,000 Bridge Loan Facility Commitment Letter

from 8-K 70 pages U.S. $1,750,000,000 Second Amended and Restated Credit Agreement Dated as of April 17, 2015 Among Celgene Corporation as Borrower and the Initial Lenders Named Herein as Initial Lenders and Citibank, N.A. as Administrative Agent and Jpmorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents Bank of America, N.A. as Documentation Agent and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Book Runners

from 8-K 66 pages U.S. $1,500,000,000 Amended and Restated Credit Agreement Dated as of April 18, 2013 Among Celgene Corporation as Borrower and the Initial Lenders Named Herein as Initial Lenders and Citibank, N.A. as Administrative Agent and Jpmorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents Bank of America, N.A. as Documentation Agent and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Book Runners

from 8-K 64 pages U.S. $1,000,000,000 Credit Agreement Dated as of September 2, 2011 Among Celgene Corporation as Borrower and the Initial Lenders Named Herein as Initial Lenders and Citibank, N.A. as Administrative Agent and Jpmorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc. as Joint Lead Arrangers and Joint Book Runners