EXHIBIT 10.45
AMGEN INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is dated as of December 12, 1996 and entered into by and among Amgen
Inc., a Delaware corporation (the "Company"), each of the
subsidiaries of the Company signatory to the Credit Agreement
referred to below (together with the Company, the "Borrowers"), Swiss
Bank Corporation, San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Citicorp USA, Inc., as Co-
Documentation Agents, and each other financial institution signatory
to the Credit Agreement referred to below (collectively, the
"Banks"), Swiss Bank Corporation, New York Branch and ABN AMRO Bank
N.V., Los Angeles International Branch, as Issuing Banks, and Swiss
Bank Corporation, New York Branch, as Administrative Agent. This
Amendment amends the Credit Agreement dated as of June 23, 1995 (the
"Credit Agreement") by and among the Borrowers, the Banks, the
Issuing Banks and the Administrative Agent. Capitalized terms used
herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.
RECITALS
WHEREAS, the parties hereto wish to amend the Credit
Agreement to revise the definition of Applicable Percentage as set
forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties
hereto agree as follows:
Article 1
AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1.1: Defined Terms.
(a) The definition of "Applicable Percentage" set
forth in Section 1.1 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"'Applicable Percentage' means, with respect to Eurodollar
Rate Loans, the Commitment Fee and the LC Reimbursement Fee, the per
annum percentage corresponding to the tier for the Company's Ratings
as specified in the following table:
1
Rate Spread and Fees
Tier I Tier II Tier III Tier IV
AA- and A- and BBB and BBB- or
Aa3 or A3 or Baa2 or Baa3
better better better
Eurodollar Rate Spread .200% .250% .375% .550%
Commitment Fee .070% .080% .130% .175%
LC Reimbursement Fee .200% .250% .375% .550%
Ratings indicated are the Company's senior unsecured long-
term debt ratings by Standard & Poor's Ratings Group and ▇▇▇▇▇'▇
Investors Service, Inc., respectively."
1.2 Notice Addresses. For all purposes of the Credit
Agreement (including Section 13.6 thereof), the addresses and other
contact information of the parties thereto shall be as set forth on
the signature pages hereof.
Article 2
EFFECTIVENESS OF AMENDMENT
This Amendment shall become effective as of December 12,
1996 (the "First Amendment Effective Date"), upon the receipt by the
Administrative Agent, on behalf of the Banks, of all of the
following, each in form and substance satisfactory to the
Administrative Agent:
2.1 Signature and Incumbency Certificates. Signature and
incumbency certificates of the officers of each Borrower executing
and delivering this Amendment.
2.2 Signature Pages. A counterpart signature page hereof
executed by a duly authorized officer of each party listed on the
signature pages hereof.
Article 3
REPRESENTATIONS AND WARRANTIES
In order to induce the Banks, the Issuing Banks and the
Administrative Agent to enter into this 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:
3.1 Corporate Power and Authority. Such Borrower has all
requisite corporate power and authority to execute and deliver this
Amendment and to perform its Obligations under the Credit Agreement
as amended by this Amendment (the "Amended Agreement").
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3.2 Authorization; No Conflict, etc. The execution,
delivery and performance of this Amendment by such Borrower have been
duly authorized by all necessary corporate action, and do not:
(a) Require any consent or approval not heretofore
obtained of any partner, director, stockholder, security holder
or creditor of such Borrower;
(b) Result in or require the creation or imposition of any
Lien upon or with respect to any Property now owned or leased or
hereafter acquired by such Borrower;
(c) Violate, to the best knowledge of such Borrower, any
Requirement of Law applicable to such Borrower;
(d) Result (or, with the giving of notice or 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 Contractual Obligation to which such Borrower is a party or
by which such Borrower or any of its Property is bound or
affected;
except where failure to receive such consent or approval or creation
of such Lien or violation of, or default under, any such Requirement
of Law or Contractual Obligation would not constitute a Material
Adverse Effect.
3.3 Governmental Consents. Subject to the representation
of the Banks contained in Section 13.8 of the Agreement, which
representation is hereby remade by the Banks, 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 this Amendment by such Borrower.
3.4 Binding Obligation. The Amendment Agreement will,
when this Amendment is 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
equitable principles relating to the granting of specific performance
and other equitable remedies as a matter of judicial discretion.
3.5 Incorporation of Representations and Warranties From
Credit Agreement. The representations and warranties contained in
Article 4 of the Credit Agreement are and will be true, correct and
complete in all material respects on and as of the First Amendment
Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such
earlier date.
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3.6 Absence of Default. No event has occurred and is
continuing (or will result from the consummation of the transactions
contemplated by this Amendment) that is a Default or Event of
Default.
Article 4
MISCELLANEOUS
4.1 Reference to and Effect on the Credit Agreement and
the Other Loan Documents.
(a) On and after the First 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 Amendment.
(b) Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and performance of this
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 Administrative Agent, any Bank or any Issuing
Bank under, the Credit Agreement or any of the other Loan Documents.
4.2 Headings. Section and subsection headings in this
Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose
or be given any substantive effect.
4.3 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
4.4 Counterparts. This 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 together shall
constitute but one and the same instrument.
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.
THE COMPANY:
AMGEN INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer
Address:
Amgen Inc.
Amgen Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Treasurer
cc: Secretary
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
BORROWING SUBSIDIARY:
AMGEN MANUFACTURING, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer
Address:
Amgen Inc.
Amgen Center
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▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Treasurer
cc: Secretary
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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THE ADMINISTRATIVE AGENT AND
CO-DOCUMENTATION AGENT:
SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Banking Finance Support, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
Credit Risk Management
Address:
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Banking Finance Support
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
THE ISSUING BANKS:
SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Banking Finance Support, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
Credit Risk Management
Address:
Swiss Bank Tower
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Letter of Credit Department
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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ABN AMRO BANK N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Director
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President/Director
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Letter of Credit Department
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
THE CO-DOCUMENTATION AGENT:
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Banker
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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THE BANKS:
SWISS BANK CORPORATION,
SAN ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Director
Merchant Banking
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Associate Director
Accounting
Address:
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Attn: ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Banker
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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ABN AMRO BANK N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Director
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Director
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
BANCA COMMERCIALE ITALIANA,
LOS ANGELES FOREIGN BRANCH
By: /s/ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Manager
By: /s/ ▇. ▇▇▇▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
BANK OF MONTREAL
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
U.S. Banking Department
Telecopier:(▇▇▇) ▇▇▇-▇▇▇▇
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
NATIONSBANK OF TEXAS, N.A.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By: ▇▇▇▇▇ ▇. ▇▇▇
Title: Vice President
Address:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇ ▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/5686
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