EXHIBIT 99.3
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT AND THE ISSUE DATE OF THIS SECURITY FOR SUCH PURPOSES IS MARCH 1, 2005
AND THE ISSUE PRICE FOR SUCH PURPOSES IS $739.05. IN ADDITION, THIS SECURITY IS
SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS. UNDER SUCH REGULATIONS, THE COMPARABLE YIELD OF THIS
SECURITY IS 4.47% (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES), COMPOUNDED SEMIANNUALLY. THE YIELD FOR
ACCRUING ORIGINAL ISSUE DISCOUNT FOR NON-TAX PURPOSES IS 1.125%, COMPOUNDED
SEMIANNUALLY.
THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT
INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT
REGULATIONS"), (2) TO TREAT THE CASH AND THE FAIR MARKET VALUE OF ANY STOCK
RECEIVED UPON ANY CONVERSION OF THIS SECURITY AS A CONTINGENT PAYMENT FOR
PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO BE BOUND BY THE
ISSUER'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT
SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF
THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND THE PROJECTED PAYMENT SCHEDULE.
ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS:
AMGEN INC., ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799, ATTENTION:
INVESTOR RELATIONS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
AMGEN INC.
Zero Coupon Convertible Note due 2032
No. S- CUSIP: 031162 AL 4
Issue Date: May 6, 2005 Original Issue Discount: $259.82
Initial Principal Amount: $740.18 (for each $1,000 Principal
(for each $1,000 Principal Amount at Maturity)
Amount at Maturity)
AMGEN INC., a Delaware Corporation, promises to pay to Cede & Co. or
registered assigns, the Principal Amount at Maturity of __________________
DOLLARS (____________) on March 1, 2032.
This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.
Additional provisions of this Security are set forth on the other side of
this Security.
Dated: May 6, 2005 AMGEN INC.
By: ______________________________
Name: Steven J. Schoch
Title: Vice President, Finance
and Controller
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
LaSalle Bank National Association,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.
By: ________________________
Authorized Officer
Zero Coupon Convertible Note due 2032
1. Interest.
This Security shall not bear interest, except as specified in this
paragraph or in paragraphs 5 and 11 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of
this Security) or if interest (including semiannual or contingent interest, if
any) due hereon or any portion of such interest is not paid when due in
accordance with paragraph 5 or 11 hereof, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at the rate of
1.125% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.
Original Issue Discount (the difference between the Initial Principal
Amount and the Principal Amount at Maturity of the Security), in the period
during which a Security remains outstanding, shall accrue at 1.125% per annum,
on a semiannual bond equivalent basis using a 360-day year composed of twelve
30-day months, from the Issue Date of this Security.
2. Method of Payment.
Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay any cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make such cash payments by check payable in such
money.
3. Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.
Initially, LaSalle Bank National Association, a national banking
association (the "Trustee"), will act as Paying Agent, Conversion Agent,
Registrar and Bid Solicitation Agent. The Company may appoint and change any
Paying Agent, Conversion Agent, Registrar or co-registrar or Bid Solicitation
Agent without notice, other than notice to the Trustee. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Registrar or co-registrar. None of the Company, any of its Subsidiaries
or any of their Affiliates shall act as Bid Solicitation Agent.
4. Indenture.
The Company issued the Securities under an Indenture dated as of May 6,
2005 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture
Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture for a statement of those terms.
The Securities are senior unsecured obligations of the Company limited to
up to $2,359,102,000 aggregate Principal Amount at Maturity (subject to Section
2.07 of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.
5. Contingent Interest.
Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent cash interest to the Holders
during any six-month period (a "Contingent Interest Period") from March 2 to
September 1 and from September 2 to March 1, commencing March 2, 2007, if the
average Securities Market Price for the Five-Day Period with respect to such
Contingent Interest Period equals 120% or more of the Accreted Principal Amount
of a Security on the day immediately preceding the first day of the relevant
Contingent Interest Period.
The amount of contingent interest payable per $1,000 Principal Amount at
Maturity hereof in respect of any Contingent Interest Period shall equal 0.125%
of the average Securities Market Price of a Note for the Five-Day Period. This
rate will not change in the event the Company varies its dividend rate or the
Conversion Rate is adjusted.
Contingent interest, if any, will accrue and be payable to Holders as of
the 15th day (whether or not a Business Day) preceding the last day of the
relevant Contingent Interest Period. Such payments shall be paid on the last day
of the relevant Contingent Interest Period. Original Issue Discount will
continue to accrue at 1.125% per annum whether or not contingent interest is
paid.
"Five-Day Period" means, with respect to any Contingent Interest Period,
the five Trading Days ending on the second Trading Day immediately preceding the
first day of such Contingent Interest Period.
"Securities Market Price" means, as of any date of determination, the
average of the secondary market bid quotations per $1,000 Principal Amount at
Maturity obtained by the Bid Solicitation Agent for $10 million Principal Amount
at Maturity of Securities at approximately 4:00 p.m., New York City time, on
such determination date from three recognized securities dealers in The City of
New York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Solicitation Agent or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such determination date, then the Securities Market Price for such
determination date shall equal (i) the Conversion Rate in effect as of such
determination date multiplied by (ii) the average Closing Price of the Common
Stock for the five Trading Days ending on such determination date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such five Trading Day period and ending on
such determination date, of any event described in
Section 11.06, 11.07, 11.08, 11.09 or 11.10 (subject to the conditions set forth
in Sections 11.11 and 11.12) of the Indenture.
Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its Internet web site or through such
other public medium as the Company may use at that time.
6. Redemption at the Option of the Company.
No sinking fund is provided for the Securities. The Securities are
redeemable for cash as a whole, at any time, or in part from time to time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to March
1, 2007.
The table below shows Redemption Prices of a Security per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Security redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the preceding date in the table but not including the Redemption Date.
(1) (3)
SECURITIES (2) REDEMPTION
INITIAL PRINCIPAL ACCRUED ORIGINAL PRICE
REDEMPTION DATE AMOUNT ISSUE DISCOUNT (1)+(2)
----------------- ---------------- ----------
March 1:
2007 $740.18 $ 15.26 $ 755.44
2008 740.18 23.78 763.96
2009 740.18 32.40 772.58
2010 740.18 41.11 781.29
2011 740.18 49.93 790.11
2012 740.18 58.84 799.02
2013 740.18 67.86 808.04
2014 740.18 76.97 817.15
2015 740.18 86.19 826.37
2016 740.18 95.51 835.69
2017 740.18 104.94 845.12
2018 740.18 114.48 854.66
2019 740.18 124.12 864.30
2020 740.18 133.87 874.05
2021 740.18 143.73 883.91
2022 740.18 153.70 893.88
2023 740.18 163.78 903.96
2024 740.18 173.98 914.16
2025 740.18 184.30 924.48
2026 740.18 194.73 934.91
2027 740.18 205.27 945.45
2028 740.18 215.94 956.12
2029 740.18 226.73 966.91
2030 740.18 237.63 977.81
2031 740.18 248.66 988.84
At Stated Maturity 740.18 259.82 1000.00
If this Security has been converted to a semiannual coupon note following
the occurrence of a Tax Event, the Redemption Price will be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion to but not including the Redemption Date.
In addition to the Redemption Price payable with respect to all Securities
or portions thereof to be redeemed as of a Redemption Date, the Holders of such
Securities (or portions thereof) shall be entitled to receive accrued and unpaid
semiannual and contingent interest, if any, with respect thereto, which interest
shall be paid in cash on the Redemption Date.
7. Purchase by the Company at the Option of the Holder.
Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase for cash, at the option of the Holder, the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount
at Maturity, upon delivery of a Purchase Notice containing the information set
forth in the Indenture, at any time from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
on such Purchase Date and upon delivery of the Securities to the Paying Agent by
the Holder as set forth in the Indenture.
PURCHASE DATE PURCHASE PRICE
- ------------- --------------
March 1, 2006 $747.01
March 1, 2007 $755.44
March 1, 2012 $799.02
March 1, 2017 $845.12
The Company may, from time to time, declare additional Purchase Dates and
corresponding Purchase Prices.
The Purchase Prices equal the Accreted Principal Amount.
If prior to a Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.
At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase the Securities held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company, but in no event prior to the date on which such Change
in Control occurs, on or prior to March 1, 2007 for a Change in Control Purchase
Price equal to the Accreted Principal Amount on the Change in Control Purchase
Date, which Change in Control Purchase Price shall be paid in cash.
If prior to a Change in Control Purchase Date, this Security has been
converted to a semiannual coupon note following the occurrence of a Tax Event,
the Change in Control Purchase Price shall be equal to the Restated Principal
Amount plus accrued and unpaid interest from the date of conversion to the
Change in Control Purchase Date.
A third party may make the offer and purchase of the Securities in lieu of
the Company in accordance with the Indenture.
In addition to the Purchase Price or Change in Control Purchase Price, as
the case may be, payable with respect to all Securities or portions thereof to
be purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, the Holders of such Securities (or portions thereof) shall be
entitled to receive accrued and unpaid semiannual and contingent interest, if
any, with respect thereto, which shall be paid in cash on or prior to the third
Business Day following the later of the Purchase Date or the Change in Control
Purchase Date, as the case may be, and the time of delivery of such Securities
to the Paying Agent pursuant to the Indenture.
Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.
If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of, together with any accrued and unpaid semiannual and contingent interest with
respect to, all Securities or portions thereof to be purchased as of the
Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on or prior to the third Business Day following
the Purchase Date or the Change in Control Purchase Date, as the case may be,
Original Issue Discount and interest (including semiannual and contingent
interest), if any, shall cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Change in Control Purchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Change in Control
Purchase Price, as the case may be, and accrued and unpaid semiannual and
contingent interest, if any, upon surrender of such Security).
8. Notice of Redemption.
Notice of redemption will be mailed at least 15 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of, and accrued and unpaid contingent interest, if any, with respect to, all
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount and interest (including semiannual and
contingent interest), if any, shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of Principal
Amount at Maturity may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount at Maturity.
9. Conversion.
A Holder of a Security may convert it into cash and shares, if any, of
Common Stock of the Company before the close of business on March 1, 2032 if at
least one of the following conditions is satisfied:
(a) during any calendar quarter if the Closing Price of the Common Stock
for at least 20 Trading Days in the period of 30 consecutive Trading Days ending
on the last Trading Day of the quarter preceding the quarter in which the
conversion occurs exceeds 100% of the Accreted Conversion Price per share on
that 30th Trading Day. The Conversion Agent will determine on the Company's
behalf at the end of each quarter whether the Securities are convertible as a
result of the market price of the Common Stock;
(b) the Securities have been called for redemption by the Company at any
time prior to the close of business on the Business Day prior to the Redemption
Date; or
(c) (i) the Company elects to distribute to all holders of Common Stock
rights or warrants entitling them to subscribe for or purchase, for a period
expiring within 60 days after the record date, Common Stock at less than the
Average Closing Price, (ii) the Company elects to distribute to all holders of
Common Stock cash, debt securities (or other evidence of indebtedness) or other
assets (excluding dividends or distributions described in Sections 11.06(a),
11.06(b) and 11.06(c) of the Indenture, which distribution, together with all
other distributions within the preceding twelve months, has a per share value
exceeding 15% of the average of the Closing Prices of the Common Stock for the
five consecutive Trading Days ending on the date immediately preceding the first
public announcement of the distribution, or (iii) in the event the Company is a
party to a consolidation, merger, binding share exchange, transfer or lease of
all or substantially all of the Company's assets, pursuant to which the Common
Stock would be converted into cash, securities or other assets, at any time and
from or after the date which is 15 days prior to the anticipated effective date
of the transaction until 15 days after the actual effective date of such
transaction (or, if such transaction also constitutes a change in control, until
the Change in Control Purchase Date). After the effective time, settlement of
the Securities and the Conversion Value and the Net Share Amount will be based
on the kind and amount of cash, securities or other assets of Amgen Inc. or
another person that the Holder would have received had the Holder converted its
Securities immediately prior to the transaction. The Company will notify Holders
and the Trustee as promptly as practicable following the date the Company
publicly announces such transaction (but in no event less than 15 days prior to
the effective date of such transaction).
If the Company makes a distribution described in subsection (c), the
Company must notify Holders at least 20 days prior to the Ex-Dividend Date for
such distribution. Once the Company has given such notice, Holders may surrender
their Securities for conversion at any time until the earlier of the close of
business on the Business Day prior to the Ex-Dividend Date or the Company's
announcement that such distribution will not take place, even if the Securities
are not convertible at that time. No adjustment to the ability of Holders to
convert will be made if Holders are entitled to participate in the distribution
without conversion.
If the transaction also constitutes a "change in control," the Holder can
require the Company to purchase all or a portion of its Securities pursuant to
Section 3.09 of the Indenture.
If the Security is called for redemption, the Holder may convert it only
until the close of business one Business Day immediately preceding the
Redemption Date, even if the Security is not otherwise convertible at such time.
A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.
The Initial Conversion Rate is 8.8601 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. The Company will deliver cash or a check in lieu of any
fractional share of Common Stock.
In the event the Company exercises its option pursuant to Section 10.01 of
the Indenture to have interest in lieu of Original Issue Discount accrue on the
Security following a Tax Event, the Holder will be entitled on conversion to
receive the same Conversion Value such Holder would have received if the Company
had not exercised such option. However, the Required Cash Amount will equal the
lesser of (x) the Restated Principal Amount of the Securities or (y) the
Conversion Value, and the Net Share Amount, if any, will be based on this new
"Required Cash Amount" definition.
Accrued and unpaid semiannual and contingent interest will not be paid in
cash on Securities that are converted but will be paid in the manner provided in
the following paragraph; provided, however, that Securities surrendered for
conversion during the period, in the case of semiannual interest, from the close
of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date or, in the case of
contingent interest, from the close of business on any date on which contingent
interest accrues to the opening of business on the date on which such contingent
interest is payable, shall be entitled to receive such semiannual or contingent
interest, as the case may be, payable on such Securities on the corresponding
Interest Payment Date or the date on which such contingent interest is payable
and (except Securities with respect to which the Company has mailed a notice of
redemption) Securities surrendered for conversion during such periods must be
accompanied by payment of an amount equal to the semiannual or contingent
interest with respect thereto that the registered Holder is to receive.
A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, accrued Original Issue Discount
(or interest if the Company has exercised its option provided for in paragraph
11(a) hereof) attributable to the period from the Issue Date (or, if the Company
has exercised the option referred to in paragraph 11(a) hereof, the later of (x)
the date of such exercise and (y) the date on which interest was last paid)
through the Conversion Date and (except as provided above) accrued contingent
interest with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of cash and, if applicable, shares of Common
Stock in exchange for the Security being converted pursuant to the terms hereof;
and the fair market value of such shares of Common Stock shall be treated as
issued, to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in paragraph
11(a) hereof) accrued through the Conversion Date and accrued contingent
interest, and the balance, if any, of such Initial Principal Amount of the
Security being converted pursuant to the provisions hereof.
The Company will not adjust the Conversion Rate to account for accrued
interest, if any. On conversion of a Security, a Holder will not receive any
cash payment of interest representing accrued Original Issue Discount or accrued
Tax OID or, except as described herein, contingent interest or semiannual
interest. As a result, accrued interest will be deemed paid in full rather than
cancelled, extinguished or forfeited.
To convert a Security that is represented by a Global Security, a Holder
must convert by book-entry transfer to the Conversion Agent through the
facilities of the DTC. To convert a Security that is represented by a
Certificated Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.
The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 60 days
of the record date for such distribution at less than the Closing Price of the
Common Stock at the Time of Determination; distributions to such holders of
assets (including shares of Capital Stock of a Subsidiary) or debt securities of
the Company or certain rights to purchase securities of the Company; cash
dividends or cash distributions; and distributions in respect of a tender offer
or exchange offer of the Common Stock. However, no adjustment need be made if
Securityholders may participate in the transaction or in certain other cases.
The Company from time to time may voluntarily increase the Conversion Rate.
If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into cash and Common Stock, if any, may be changed into a right to
convert it into the kind and amount of securities, cash or other assets of the
Company or another person which the Holder would have received if the Holder had
converted its Securities immediately prior to the transaction.
10. Conversion Arrangement on Call for Redemption.
Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.
11. Tax Event.
(a) From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event or (ii) the date the Company exercises such option, whichever is
later (the later of such dates, the "Option Exercise Date"), at the option of
the Company, interest in lieu of future Original Issue Discount shall accrue at
the rate of 1.125% per annum on a principal amount per Security (the "Restated
Principal Amount") equal to the Accreted Principal Amount on the Option Exercise
Date.
(b) From and after the Option Exercise Date, contingent interest provided
for in paragraph 5 hereof shall cease to accrue on this Security.
(c) Interest accrual on any Security under paragraph 11(a) above shall be
payable semiannually on March 1 and September 1 of each year (each an "Interest
Payment Date") to holders of record at the close of business on February 14 or
August 17 (each a "Regular Record Date") immediately preceding such Interest
Payment Date. Such interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months and will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Option
Exercise Date. Interest on any Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name that Security is registered at the close of business on the
Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose. Each installment of interest
on any Security shall be paid in same-day funds by transfer to an account
maintained by the payee located inside the United States.
12. Defaulted Interest.
Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02 of the
Indenture.
13. Denominations; Transfer; Exchange.
The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn (except, in
the case of a Security to be purchased in part, the portion of the Security not
to be purchased) or any Securities for a period of 15 days before the mailing of
a notice of redemption of Securities to be redeemed.
14. Persons Deemed Owners.
The registered Holder of this Security may be treated as the owner of this
Security for all purposes.
15. Unclaimed Money or Securities.
The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property laws. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.
16. Amendment; Waiver.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee
may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article 5 or Section 11.16 of the
Indenture, to secure the Company's obligations under this Security or to add to
the Company's covenants for the benefit of the Securityholders or to surrender
any right or power conferred, or to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the Trust Indenture Act
of 1939 and any amendment thereof, or as necessary in connection with the
registration of the Securities under the Securities Act or to make any change
that does not adversely affect the rights of any Holders.
17. Defaults and Remedies.
Under the Indenture, Events of Default include (i) default in the payment
of contingent interest when the same becomes due and payable or of semiannual
interest which becomes due and payable upon exercise by the Company of its
option provided for in paragraph 11(a) hereof which default in any such case
continues for 30 days; (ii) default in payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Initial Principal Amount
plus accrued Original Issue Discount, Accreted Principal Amount, Redemption
Price, Purchase Price or Change in Control Purchase Price, as the case may be,
in respect of the Securities when the same becomes due and payable; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, subject to notice and lapse of time; (iv) (a) failure of the Company
to make any payment by the end of any applicable grace period after maturity of
Debt in an amount in excess of $50,000,000, or (b) the acceleration of Debt in
an amount in excess of $50,000,000 because of a default with respect to such
Debt without such Debt having been discharged or such acceleration having been
cured, waived, rescinded or annulled, subject to notice and lapse of time;
provided, however, that if any such failure or acceleration referred to in (a)
or (b) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; and (v)
certain events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Securities at the time outstanding, may declare the
Accreted Principal Amount through the date of such declaration, and any accrued
and unpaid interest (including semiannual interest and contingent interest) if
any, through the date of such declaration, on all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Accreted Principal Amount on the Securities,
and any accrued and unpaid interest (including semiannual interest and
contingent interest) if any, through the occurrence of such event, becoming due
and payable immediately upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in clause (i) or (ii) above) if it determines
that withholding notice is in their interests.
18. Trustee Dealings with the Company.
Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
19. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.
20. Authentication.
This Security shall not be valid until an authorized officer of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.
21. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
22. Original Issue Discount Information Reporting Requirements.
In accordance with the United States Treasury Regulation Section 1.1275-3, a
Holder may obtain the projected payment schedule by submitting a written request
for such information to the following representative of the Company: Investor
Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320-1799.
23. GOVERNING LAW.
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.
----------------------
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture which has in it the text of this Security
in larger type. Requests may be made to:
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
Telephone No.: (805) 447-1000
Facsimile No.: (805) 499-8011
Attention: Treasurer
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint
_____________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.
CONVERSION NOTICE
To convert this Security into Common Stock of the Company, check the box: [ ]
To convert only part of this Security, state the Principal Amount at Maturity to
be converted (which must be $1,000 or an integral multiple of $1,000):
$______________________
If you want the stock certificate made out in another person's name, fill in the
form below:
________________________________________________________________________________
________________________________________________________________________________
(Insert other person's soc. sec. or tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type other person's name, address and zip code)
________________________________________________________________________________
Date: _____________________ Your Signature: ____________________________________
________________________________________________________________________________
(Sign exactly as your name appears on the other side of this Security