Common use of Certain Amendments to the Indenture Clause in Contracts

Certain Amendments to the Indenture. Solely with respect to the Notes, the Indenture is hereby amended as follows: (a) each of Section 4.06 (Restrictions on Secured Debt), Section 4.07 (Restrictions on Sale and Lease-Back Transactions), Section 4.08 (Reports to Holders), Section 4.09 (Statement by Officers as to Default), clause (a) of Section 5.01 (Consolidation, Merger and Sale of Assets), and clauses (d) and (e) of Section 9.02 (Conditions to Defeasance) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]”; (b) the failure to comply with the terms of any of the provisions set forth in clause (a) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture; (c) each of clauses (3), (4) and (5) of Section 6.01 (Events of Default) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]” and the occurrence of the events described in such clauses (3), (4) and (5) shall no longer constitute Events of Default; (d) all definitions set forth in Section 1.01 of the Base Indenture that relate to defined terms used solely in sections deleted by this Eleventh Supplemental Indenture are hereby deleted in their entirety; (e) all references to Sections of the Indenture amended by this Eleventh Supplemental Indenture shall mean such Section as amended by this Eleventh Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.

Certain Amendments to the Indenture. Solely The Indenture with respect to the Notes, the Indenture each series of Notes is hereby amended as follows: (a) each of Section 4.06 3.9 (Restrictions Limitation on Secured DebtLiens), ; Section 4.07 3.10 (Restrictions Limitation on Sale and Lease-Back TransactionsBack), ; and Section 4.08 (Reports to Holders), Section 4.09 (Statement by Officers as to Default), clause (a) 8.1 of Section 5.01 (Consolidation, Merger and Sale of Assets), and clauses (d) and (e) of Section 9.02 (Conditions to Defeasance) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]”(Issuer May Consolidate, etc. on Certain Terms) of the Base Indenture shall no longer apply to the Notes; Section 4.1 (Change of Control) of each Existing Supplemental Indenture shall no longer apply to the applicable Notes; (bc) the The failure to comply with the terms of any of the provisions Sections of the Base Indenture and each Existing Supplemental Indenture set forth in clause clauses (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the applicable series of Notes and shall no longer have any other consequence under the IndentureIndenture with respect to such series of Notes; (cd) each Section 3.7 of clauses the Base Indenture (3)Reports by the Issuer) is hereby amended by adding the following as the new penultimate paragraph: “Notwithstanding anything to the contrary contained herein, so long as Becton, ▇▇▇▇▇▇▇▇▇ and Company (4“BD”) continues to own, directly or indirectly, at least 50% of the Voting Stock of the Issuer, the filing by BD of its quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K with the Commission or on BD’s website will be deemed to satisfy the obligations of the Issuer under this reporting covenant”; (5e) Clause (d) of Section 6.01 4.1 (Events of Default) in of the Base Indenture is hereby deleted and all references thereto in its entirety and replaced with “[Intentionally Omitted]” the Indenture shall no longer apply to any series of Notes and the occurrence of the events described in such clauses clause (3), (4d) and (5) of Section 4.1 of the Base Indenture shall no longer constitute Events an Event of DefaultDefault with respect to such Notes; (df) all definitions set forth in Section 1.01 1.1 of the Base Indenture and Section 1.1 of each of the Existing Supplemental Indentures that relate to defined terms used solely in sections deleted by this Eleventh Supplemental Indenture that are hereby deleted in their entiretyno longer applicable to any series of Notes are also no longer applicable to such Notes; (eg) all references to Sections of the Indenture amended by this Eleventh Fourth Supplemental Indenture shall mean be to such Section Sections as amended by this Eleventh Fourth Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.

Certain Amendments to the Indenture. Solely The Indenture with respect to the Notes, the Indenture Notes is hereby amended as follows: (a) each of Section 4.06 3.9 (Restrictions Limitation on Secured DebtLiens), ; Section 4.07 3.10 (Restrictions Limitation on Sale and Lease-Back TransactionsBack), ; and Section 4.08 (Reports to Holders), Section 4.09 (Statement by Officers as to Default), clause (a) 8.1 of Section 5.01 (Consolidation, Merger and Sale of Assets), and clauses (d) and (e) of Section 9.02 (Conditions to Defeasance) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]”(Issuer May Consolidate, etc. on Certain Terms) of the Base Indenture shall no longer apply to the Notes; Section 4.1 (Change of Control) of the Existing Supplemental Indenture shall no longer apply to the Notes; (bc) the The failure to comply with the terms of any of the provisions Sections of the Base Indenture and Existing Supplemental Indenture set forth in clause clauses (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the IndentureIndenture with respect to the Notes; (cd) each Section 3.7 of clauses the Base Indenture (3)Reports by the Issuer) is hereby amended by adding the following as the new penultimate paragraph: “Notwithstanding anything to the contrary contained herein, so long as Becton, ▇▇▇▇▇▇▇▇▇ and Company (4“BD”) continues to own, directly or indirectly, at least 50% of the Voting Stock of the Issuer, the filing by BD of its quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K with the Commission or on BD’s website will be deemed to satisfy the obligations of the Issuer under this reporting covenant”; (5e) Clause (d) of Section 6.01 4.1 (Events of Default) in of the Base Indenture is hereby deleted and all references thereto in its entirety and replaced with “[Intentionally Omitted]” the Indenture shall no longer apply to the Notes and the occurrence of the events described in such clauses clause (3), (4d) and (5) of Section 4.1 of the Base Indenture shall no longer constitute Events an Event of DefaultDefault with respect to the Notes; (df) all definitions set forth in Section 1.01 1.1 of the Base Indenture and Section 1.1 of the Existing Supplemental Indenture that relate to defined terms used solely in sections deleted by this Eleventh Supplemental Indenture that are hereby deleted in their entiretyno longer applicable to the Notes are also no longer applicable to the Notes; (eg) all references to Sections of the Indenture amended by this Eleventh Supplemental Indenture shall mean be to such Section Sections as amended by this Eleventh Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.

Certain Amendments to the Indenture. Solely Subject to Section 3.1, the Indenture, solely with respect to the Notes, the Indenture is hereby amended as follows: (a) each Section 1003 of the Base Indenture (Reports) is hereby amended by deleting the text of Section 4.06 1003 its entirety and replacing it with the following text: “The Company will file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust Indenture Act. To the extent any required filings are made with the Commission or the reports are posted on the Company’s website, the reports will be deemed to be furnished to the Trustee and Holders.” (Restrictions b) Section 4.1 (Limitation on Secured DebtLiens), ; Section 4.07 4.2 (Restrictions Limitations on Sale and Lease-Back Leaseback Transactions), ; and Section 4.08 4.3 (Reports to Holders), Section 4.09 (Statement by Officers as to Default), clause (aChange of Control Triggering Event) of the Third Supplemental Indenture shall be deleted in their entirety. (c) Section 5.01 (Consolidation, Merger and Sale 801 of Assets), and clauses (d) and (e) of Section 9.02 (Conditions to Defeasance) in the Base Indenture (Company May Merge or Transfer Assets Only on Certain Terms) is hereby deleted amended by deleting the text of Section 801 in its entirety and replaced replacing it with the following text: “[Intentionally Omitted]The Company shall not consolidate with or merge with or into, in one transaction or a series of related transactions, any other Person, unless: (1) the Company shall be the continuing entity, or the resulting or surviving Person (the “Successor”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms; (b2) immediately after giving effect to such transaction, no Default or Event of Default, and no circumstances which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and (3) if requested, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture, if any, complies with this Indenture (except that such Opinion of Counsel need not opine as to clause (2) above).” (d) The failure to comply (whether before or after the date of this Fifth Supplemental Indenture) with the terms of any Section 1003 Base Indenture (except as amended hereby), Sections 4.1, 4.2 or 4.3 of the provisions set forth in clause Third Supplemental Indenture, or Section 8.1 of the Base Indenture (aexcept as amended hereby) above shall no longer not constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture;Indenture with respect to the Notes. (ce) each of clauses (3), (4) and (5) of Section 6.01 (Events of Default) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]” and the occurrence of the events described in such clauses (3), (4) and (5) shall no longer constitute Events of Default; (d) all All definitions set forth in Section 1.01 101 of the Base Indenture and Section 1.1 of the Third Supplemental Indenture that relate to defined terms used solely in sections the Sections of the Indenture or the Third Supplemental Indenture deleted by pursuant to the terms of this Eleventh Fifth Supplemental Indenture are hereby deleted in their entirety;no longer applicable to the Notes. (ef) all All references to Sections of the Indenture amended by this Eleventh Fifth Supplemental Indenture shall mean be to such Section Sections as amended by this Eleventh Fifth Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.

Certain Amendments to the Indenture. Solely The Indenture with respect to the Notes, the Indenture Notes is hereby amended as follows: (a) each Section 3.5 (Certificate of the Issuer); Section 4.06 3.9 (Restrictions Limitation on Secured DebtLiens), ; Section 4.07 3.10 (Restrictions Limitation on Sale and Lease-Back TransactionsBack), ; and Section 4.08 (Reports to Holders), Section 4.09 (Statement by Officers as to Default), clause (a) 8.1 of Section 5.01 (Consolidation, Merger and Sale of Assets), and clauses (d) and (e) of Section 9.02 (Conditions to Defeasance) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]”(Issuer May Consolidate, etc. on Certain Terms) of the Base Indenture shall no longer apply to the Notes; Section 4.1 (Change of Control) of the Existing Supplemental Indenture shall no longer apply to the Notes; (bc) the The failure to comply with the terms of any of the provisions Sections of the Base Indenture and Existing Supplemental Indenture set forth in clause clauses (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the IndentureIndenture with respect to the Notes; (cd) each Section 3.7 of clauses the Base Indenture (3)Reports by the Issuer) is hereby amended by adding the following as the new penultimate paragraph: “Notwithstanding anything to the contrary contained herein, so long as Becton, ▇▇▇▇▇▇▇▇▇ and Company (4“BD”) continues to own, directly or indirectly, at least 50% of the Voting Stock of the Issuer, the filing by BD of its quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K with the Commission or on BD’s website will be deemed to satisfy the obligations of the Issuer under this reporting covenant”; (5e) Clause (d) of Section 6.01 4.1 (Events of Default) in of the Base Indenture is hereby deleted and all references thereto in its entirety and replaced with “[Intentionally Omitted]” the Indenture shall no longer apply to the Notes and the occurrence of the events described in such clauses clause (3), (4d) and (5) of Section 4.1 of the Base Indenture shall no longer constitute Events an Event of DefaultDefault with respect to the Notes; (df) all definitions set forth in Section 1.01 1.1 of the Base Indenture and Section 1.1 of the Existing Supplemental Indenture that relate to defined terms used solely in sections deleted by this Eleventh Supplemental Indenture that are hereby deleted in their entiretyno longer applicable to the Notes are also no longer applicable to the Notes; (eg) all references to Sections of the Indenture amended by this Eleventh Supplemental Indenture shall mean be to such Section Sections as amended by this Eleventh Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.

Certain Amendments to the Indenture. Solely Subject to Section 3.1, the Indenture, solely with respect to the Notes, the Indenture is hereby amended as follows: (a) each Section 4.3 of the Indenture (Reports by the Issuer) is hereby amended by deleting the text of Section 4.06 (Restrictions on Secured Debt)4.3 its entirety and replacing it with the following text: “The Company will file with the Trustee and the Commission, Section 4.07 (Restrictions on Sale and Lease-Back Transactions), Section 4.08 (Reports transmit to Holders), such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust Indenture Act.” (b) Section 4.09 3.6 (Statement by Officers as to Default), clause Limitation on Liens) and Section 3.7 (aLimitation on Sales and Leasebacks) of the Indenture shall be deleted in their entirety. (c) Section 5.01 9.1 of the Indenture (ConsolidationIssuer May Consolidate, Merger and Sale of Assets)etc., and clauses (don Certain Terms) and (e) is hereby amended by deleting the text of Section 9.02 (Conditions to Defeasance) in the Base Indenture is hereby deleted 9.1 in its entirety and replaced replacing it with the following text: “[Intentionally Omitted]The Issuer covenants that it will not merge or consolidate with any other corporation unless (i) either the Issuer shall be the continuing corporation, or the successor corporation shall be a corporation or entity organized under the laws of the United States of America or any state thereof and shall expressly assume the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or entity, and (ii) the Issuer or such successor corporation or entity, as the case may be, shall not, immediately after such merger or consolidation, be in default in the performance of any such covenant or condition.”; (bd) the The failure to comply (whether before or after the date of this First Supplemental Indenture) with the terms of any Section 4.3 (except as amended hereby), Sections 3.6 or 3.7, or Section 9.1 (except as amended hereby) of the provisions set forth in clause (a) above Indenture shall no longer not constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture;Indenture with respect to the Notes. (ce) each of clauses (3), (4) and (5) of Section 6.01 (Events of Default) in the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted]” and the occurrence of the events described in such clauses (3), (4) and (5) shall no longer constitute Events of Default; (d) all All definitions set forth in Section 1.01 1.1 of the Base Indenture that relate to defined terms used solely in sections the Sections of the Indenture deleted by pursuant to the terms of this Eleventh First Supplemental Indenture are hereby deleted in their entirety;no longer applicable to the Notes. (ef) all All references to Sections of the Indenture amended by this Eleventh First Supplemental Indenture shall mean be to such Section Sections as amended by this Eleventh First Supplemental Indenture; (f) all references to Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety in the Indenture; and (g) all references to or descriptions of Sections of the Indenture deleted pursuant to this Eleventh Supplemental Indenture are hereby deleted in their entirety from the Notes.