AMGEN INC.
FOURTH AMENDMENT
TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth
Amendment") is dated as of June 24, 1994 and entered into by and
among Amgen Inc., a Delaware corporation (the "Company"), the
subsidiaries of the Company signatory to the Credit Agreement
defined below (together with the Company, the "Borrowers"), Swiss
Bank Corporation, San Francisco Branch, Citicorp USA, Inc., and
each other lender whose name is set forth on the signature pages
of the Credit Agreement defined below (collectively, the
"Banks"), Swiss Bank Corporation, New York Branch as Issuing Bank
(the "Issuing Bank"), and Swiss Bank Corporation, New York Branch
and Citicorp USA, Inc. as Co-Agents for the Banks (the "Co-
Agents"). This Fourth Amendment amends that certain Credit
Agreement dated as of November 15, 1991, as amended by that
certain First Amendment to Credit Agreement dated as of June 16,
1992, that certain Second Amendment to Credit Agreement dated as
of November 6, 1992 and that certain Third Amendment to Credit
Agreement dated as of June 25, 1993 (as so amended, the "Credit
Agreement") by and among the Borrowers, the Banks, the Issuing
Bank and the Co-Agents. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in
the Credit Agreement.
RECITALS
WHEREAS, the Borrowers, the Banks, the Issuing Bank and
the Co-Agents desire to amend the Credit Agreement as follows:
(i) to extend the maturity dates of the Tranche A-1 Commitment
and the Tranche A-2 Commitment, (ii) to reduce the commitment
fees payable with respect to the Tranche A-1 Commitment and the
Tranche A-2 Commitment, and (iii) to reduce the interest rate
spread applicable to Eurodollar Rate Advances.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements set forth herein, the parties
hereto agree as follows:
Section 1. AMENDMENTS TO SECTION 1 OF THE CREDIT AGREEMENT
(a) The table entitled "Rate Spread and LC Fees" set
forth in the definition of "Applicable Percentage" contained in
Section 1.1 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following table:
Rate Spread and LC Fees
Tier I Tier II Tier III
Eurodollar Rate .375% .50% .625%
Spread
LC Issuance Fee .15% .1875% .1875%
LC Reimbursement .50% .625% .75%
Fee
(b) The following definitions contained in Section 1.1
of the Credit Agreement are hereby deleted in their entirety and
replaced with the following:
"'Tranche A-1 Maturity Date' means June 23, 1995."
"'Tranche A-2 Maturity Date' means June 23, 1995."
Section 2. AMENDMENTS TO SECTION 3 OF THE CREDIT AGREEMENT
(a) Subsection 3.2(a)(1) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(1) its Pro Rata Share of the Tranche A-1
Commitment, commitment fees equal to 12.5/100 of one
percent (.125%) per annum times the average daily
Unused Portion of the Tranche A-1 Commitment during the
Fiscal Quarter then ending and".
(b) Subsection 3.2(a)(2) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(2) its Pro Rata Share of the Tranche A-2
Commitment, commitment fees equal to 12.5/100 of one
percent (.125%) per annum times the average daily
Unused Portion of the Tranche A-2 Commitment during the
Fiscal Quarter then ending".
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce the Issuing Bank, the Co-Agents and
the Banks to enter into this Fourth Amendment and to amend the
Credit Agreement in the manner provided herein, each Borrower
represents and warrants to each Bank that the following statements
are true, correct and complete:
A. Corporate Power and Authority. Such Borrower has
all requisite corporate power and authority to execute and deliver
this Fourth Amendment and to carry out the transactions contemplated
by, and perform its obligations under, the Credit Agreement as
amended by this Fourth Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and
delivery of this Fourth Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate
action by such Borrower.
C. No Conflict. The execution, delivery and
performance of this Fourth Amendment and the Amended Agreement by
such Borrower do not (i) require any consent or approval not
heretofore obtained of any partner, director, stockholder, security
holder or creditor of such Borrower, (ii) violate or conflict with
any provisions of such Borrower's certificate of incorporation or
bylaws, (iii) result in or require the creation or imposition of any
Lien or Right of Others upon or with respect to any Property now
owned or leased or hereafter acquired by such Borrower, (iv)
violate, to the best knowledge of such Borrower, any Requirement of
Law applicable to such Borrower, or (v) result (or, with the giving
of notice or the passage of time or both, would result) in a breach
of or default under, or cause or permit the acceleration of any
obligation owed under, any indenture or loan or credit agreement or
any other Contractual Obligation to which such Borrower is a party
or by which such Borrower or any of its Property is bound or
affected. Except as set forth in Schedule 4.2 annexed to the
Amended Agreement, such Borrower is not in violation of, or default
under, any requirement of Law or Contractual Obligation, or any
indenture, loan or credit agreement described in Section 4.2(e) of
the Credit Agreement, in any respect that constitutes a Material
Adverse Effect.
D. Governmental Consents. No authorization, consent,
approval, order, license or permit from, or filing, registration or
qualification with, any Governmental Agency is required to authorize
or permit under applicable Laws the execution, delivery and
performance of the Amended Agreement by such Borrower.
E. Binding Obligation. This Fourth Amendment will,
when executed and delivered by such Borrower, constitute the legal,
valid and binding obligation of such Borrower enforceable against
such Borrower in accordance with its terms, except as enforcement
may be limited by Debtor Relief Laws or by equitable principles
relating to the granting of specific performance and equitable
remedies as a matter of judicial discretion.
F. Absence of Default. No event has occurred and is
continuing that is a Default or an Event of Default.
Section 4. CONDITIONS TO EFFECTIVENESS
This Fourth Amendment shall become effective as of the
date when the Administrative Agent, on behalf of the Banks, shall
have received all of the following, in form and substance
satisfactory to the Administrative Agent (the "Fourth Amendment
Effective Date"):
(a) Resolutions of the Board of Directors of each
Borrower authorizing and approving the execution, delivery and
performance of this Fourth Amendment, in each case certified as of
the Fourth Amendment Effective Date by the secretary or an assistant
secretary of such Borrower;
(b) A certificate of the secretary or an assistant
secretary of each Borrower, which shall certify as of the Fourth
Amendment Effective Date the names and offices of the officers of
each Borrower authorized to sign this Fourth Amendment together with
the true signatures of such officers; and
(c) A counterpart hereof executed by a duly authorized
officer of each party hereto and written or telephonic notification
of such execution and authorization of delivery thereof.
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement
and the Other Loan Documents.
(i) On and after the Fourth Amendment Effective
Date, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement, and each reference
in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Fourth Amendment.
(ii) Except as specifically amended by this Fourth
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby
ratified and confirmed.
(iii) The execution, delivery and performance of
this Fourth Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of the Co-
Agents or any Bank under the Credit Agreement or any of the
other Loan Documents.
(iv) Until the Fourth Amendment Effective Date,
all terms and provisions of the Credit Agreement shall
remain in effect, and all fees shall be calculated as set
forth therein. On and after the Fourth Amendment Effective
Date, the commitment fees shall be calculated as described
in this Fourth Amendment.
B. Fees and Expenses. The Company acknowledges that
all costs, fees and expenses as described in subsection 13.3 of the
Credit Agreement incurred by the Co-Agents and its counsel with
respect to this Fourth Amendment and the documents and transactions
contemplated hereby shall be for the account of Company.
C. Execution in Counterparts. This Fourth Amendment
may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such
counterparts taken together shall constitute but one and the same
instrument.
D. Applicable Law. This Fourth Amendment shall be
governed by, and shall be construed and enforced in accordance with,
the Laws of the state of California applicable to contracts made and
performed in such state.
E. Fourth Amendment Effective Date. The
Administrative Agent shall give prompt notice to each other party
hereto of the occurrence of the Fourth Amendment Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this
Fourth Amendment to be executed as of the date first above written
by their respective officers thereunto duly authorized.
THE COMPANY:
AMGEN INC.
By: /s/ Thomas A. Hardy
Name: Thomas A. Hardy
Title: President
BORROWING SUBSIDIARIES:
AMGEN MANUFACTURING, INC.
By: /s/Dennis Fenton
Name: Dennis Fenton
Title: Vice Presidnet
THE CO-AGENTS:
SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /s/Jennifer L. Match
Name: Jennifer L. Match
Title: Associate Director
By: /s/Sean M. Harrigan
Name: Sean M. Harrigan
Title: Executive Director
CITICORP USA, INC.
By: /s/Barbara A. Cohen
Name: Barbara A. Cohen
Title: Vice President
THE ISSUING BANK:
SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /s/Jennifer L. Match
Name: Jennifer L. Match
Title: Associate Director
By: /s/Sean M. Harrigan
Name: Sean M. Harrigan
Title: Executive Director
THE BANKS:
SWISS BANK CORPORATION,
SAN FRANCISCO BRANCH
By: /s/David L. Parrot
Name: David L. Parrot
Title: Associate Director
By: /s/Colin T. Taylor
Name: Colin T. Taylor
Title: Director
CITICORP USA, INC.
By: /s/Barbara A. Cohen
Name: Barbara A. Cohen
Title: Vice President
ABN AMRO BANK, N.V., Los
Angeles Agency
By: /s/Ellen M. Coleman
Name: Ellen M. Coleman
Title: Assistant Vice President
BANK OF MONTREAL (formerly
Harris Trust and Savings Bank)
By: /s/J. Donald Higgins
Name: J. Donald Higgins
Title: Managing Director
THE SANWA BANK, LIMITED
LOS ANGELES BRANCH
By: /s/Gill S. Realon
Name: Gill S. Realon
Title: Vice President