{"id":40849,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officers-certificate-under-indenture-amgen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officers-certificate-under-indenture-amgen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/officers-certificate-under-indenture-amgen-inc.html","title":{"rendered":"Officers’ Certificate – Under Indenture – Amgen Inc."},"content":{"rendered":"

OFFICERS’ CERTIFICATE <\/strong><\/p>\n

OF <\/strong><\/p>\n

AMGEN INC. <\/strong><\/p>\n

Dated as of December 5, 2011<\/p>\n

The undersigned officers of the Company certify, pursuant to resolutions duly
\nadopted by the Board of Directors on October 13, 2011 and by the Pricing
\nCommittee of the Board of Directors on November 20, 2011 and November 29, 2011
\n(collectively, the “Resolutions<\/strong>“), and in accordance with
\nSections 2.1, 2.2 and 2.3 of the Indenture, dated as of August 4, 2003 (the
\n“Indenture<\/strong>“; capitalized terms used herein and not otherwise
\ndefined shall have the meanings given to them in the Indenture), between Amgen
\nInc., a Delaware corporation (the “Company<\/strong>“), and The Bank of
\nNew York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the
\n“Trustee<\/strong>“), the following matters related to the issuance of
\nthe Company’s 4.375% Senior Notes due 2018 (the “Euro Notes<\/strong>“)
\nand 5.50% Senior Notes due 2026 (the “Sterling Notes<\/strong>“):<\/p>\n

1. Attached hereto as Annex A is a true and correct copy of a specimen note
\n(the “Form of Euro Note<\/strong>“) representing the Euro Notes and
\nattached hereto as Annex B is a true and correct copy of a specimen note (the
\n“Form of Sterling Note<\/strong>“) representing the Sterling Notes. The
\nForm of Euro Note and Form of Sterling Note are herein collectively referred to
\nas the “Forms of Notes<\/strong>.” The Forms of Notes set forth certain
\nof the terms required to be set forth in this Certificate pursuant to Section
\n2.2 of the Indenture, and said terms are incorporated herein by reference. The
\nEuro Notes and the Sterling Notes are each a separate series of Securities under
\nthe Indenture and are referred to herein collectively as the
\n“Notes<\/strong>.”<\/p>\n

2. The title of the Euro Notes shall be the “4.375% Senior Notes due 2018”
\nand the title of the Sterling Notes shall be the “5.50% Senior Notes due 2026.”\n<\/p>\n

3. The Euro Notes shall be issued at the initial offering price of 99.575% of
\nthe principal amount and the Sterling Notes shall be issued at the initial
\noffering price of 99.182% of the principal amount.<\/p>\n

4. The Company will initially issue 550,000,000 aggregate principal amount
\nof Euro Notes and 475,000,000 aggregate principal amount of Sterling Notes (in
\neach case except for Notes authenticated and delivered upon registration of
\ntransfer of, in exchange for, or in lieu of, other Notes pursuant to Sections
\n2.7, 2.8, 2.11, 3.6 or 9.6 of the Indenture). The Company may issue additional
\nEuro Notes and\/or Sterling Notes from time to time after the date hereof, and
\nsuch Notes will be treated as part of the respective series of Notes for all
\npurposes under the Indenture.<\/p>\n

5. The Euro Notes shall be denominated in Euros and payments of principal and
\ninterest shall be made in Euros. The Sterling Notes shall be denominated in
\nPounds Sterling and payments of principal and interest shall be made in Pounds
\nSterling.<\/p>\n

\n

6. Solely with respect to the Notes, Section 2.7 of the Indenture shall be
\nreplaced in its entirety with the following:<\/p>\n

“SECTION 2.7. Transfer and Exchange<\/u>. Where Notes of a Series are
\npresented to the Registrar with a request to register a transfer or to exchange
\nthem for an equal principal amount of Notes of the same Series, the Registrar
\nshall register the transfer or make the exchange if its requirements for such
\ntransactions are met. To permit registrations of transfers and exchanges, the
\nCompany shall execute and the Trustee, upon receipt of a Company Order directing
\nthe authentication and delivery thereof, shall authenticate and deliver Notes in
\nany authorized denominations in an aggregate principal amount equal to the
\nprincipal amount of such Global Notes in exchange for such Global Notes. No
\nservice charge shall be made for any registration of transfer or exchange
\n(except as otherwise expressly permitted herein), but the Company and the
\nTrustee may require payment of a sum sufficient to cover any transfer tax or
\nsimilar governmental charge payable in connection therewith (other than any such
\ntransfer tax or similar governmental charge payable upon exchanges pursuant to
\nSections 2.11, 3.6 or 9.6 of the Indenture).<\/p>\n

Neither the Company nor the Registrar shall be required to issue, register
\nthe transfer of, or exchange Notes of any Series (a) for the period beginning at
\nthe opening of business fifteen days immediately preceding the mailing of a
\nnotice of redemption of Notes of that Series selected for redemption and ending
\nat the close of business on the day of such mailing, (b) to register the
\ntransfer of or exchange Notes of any Series selected, called or being called for
\nredemption as a whole or the portion being redeemed of any such Notes selected,
\ncalled or being called for redemption in part, or (c) which the Holder has
\ntendered (and not withdrawn) for repurchase in connection with a Change of
\nControl Offer (as defined in Section 4.5 of the Indenture).<\/p>\n

Prior to the due presentation for registration of transfer of any Notes, the
\nCompany, the Trustee, the Paying Agent and the Registrar may deem and treat the
\nperson in whose name such Notes are registered as the absolute owner of such
\nNotes for the purpose of receiving payment of principal of and interest, if any,
\non such Notes and for all other purposes whatsoever, whether or not such Notes
\nare overdue, and none of the Company, the Trustee, the Paying Agent or the
\nRegistrar shall be affected by notice to the contrary.<\/p>\n

Any Holder of a Global Note shall, by acceptance of such Global Note, agree
\nthat transfers of beneficial interest in such Global Note may be effected only
\nthrough a book-entry system maintained by Euroclear and\/or Clearstream (and\/or
\nits or their successor clearing system(s)) and their respective direct and
\nindirect participants, as the case may be, and that ownership of a beneficial
\ninterest in the Note shall be required to be reflected in a book-entry system.
\nSo long as the Global Notes remain outstanding and are held by or on behalf of
\nthe Common Depositary, transfer of beneficial interests in a Global Note and
\ntransfers increasing or decreasing the aggregate principal amount of a Global
\nNote may be conducted only in accordance with the rules and procedures of
\nEuroclear and\/or Clearstream (and\/or its or their successor clearing system(s)),
\nas the case may be. In the event a Global Note, or any portion thereof, is
\nredeemed, Euroclear and\/or Clearstream, as applicable, will distribute the
\namount received by them in respect of the Global Note so redeemed to the holders
\nof the book-entry interests in such Global Note from the amount received by it
\nin respect of the redemption of such Global Note.”<\/p>\n

2<\/p>\n

\n

7. Solely with respect to the Notes, Section 2.14.2 of the Indenture shall be
\nreplaced in its entirety with the following:<\/p>\n

“SECTION 2.14.2. Transfer and Exchange<\/u>. Notwithstanding any provisions
\nto the contrary contained in Section 2.7 of the Indenture and in addition
\nthereto, owners of book-entry interests will receive certificated notes in
\nregistered form (the “Certificated Notes<\/strong>“) only in the
\nfollowing circumstances: (1) if either Depositary notifies the Company that it
\nis unwilling or unable to continue as Depositary or that the Common Depositary
\nwith whom any Global Note is deposited is unwilling or unable to continue to act
\nas Common Depositary and a successor Depositary for such Global Notes is not
\nappointed by the Company within 90 days after the Company receives such notice,
\n(2) in whole, but not in part, at any time if the Company in its sole discretion
\ndetermines that any Global Note should be exchanged for Certificated Notes, or
\n(3) if the owner of a book-entry interest requests such exchange in writing
\ndelivered through either Euroclear or Clearstream in the event that any of the
\nNotes has become immediately due and payable in accordance with Sections 6.1 and
\n6.2 of the Indenture. In each case the Company shall execute, and the Trustee,
\nupon receipt of a Company Order (copied to the Paying Agent, Registrar and
\nCommon Depositary) directing the authentication and delivery thereof, shall
\nauthenticate and deliver, Certificated Notes in any authorized denominations in
\nan aggregate principal amount equal to the principal amount of such Global Notes
\nin exchange for such Global Notes. Upon the exchange of such Global Notes for
\nCertificated Notes, the Global Notes shall be cancelled by the Trustee. Upon
\nreceipt of notice from the Depositary in accordance with this subsection,
\nEuroclear and\/or Clearstream (and\/or its or their successor clearing system(s))
\nand the Trustee, as the case may be, and the Company shall use its commercially
\nreasonable efforts to make arrangements with the Common Depositary for the
\nexchange of interests in the Global Notes for Certificated Notes and cause the
\nrequested Certificated Notes to be executed and delivered to the Registrar in
\nsufficient quantities and authenticated by the Trustee for delivery to Holders.
\nHolders exchanging interests in the Global Notes for Certificated Notes shall be
\nrequired to provide to the Registrar, through the relevant clearing system (and
\nin separate writings, if required by the Trustee, Paying Agent and\/or
\nRegistrar), written instructions and other information required by the Company
\nand the Registrar to complete, execute and deliver such Certificated Notes.
\nCertificated Notes delivered in exchange for the Global Notes or beneficial
\ninterests therein shall be registered in the names, and issued in any approved
\ndenominations, requested by the relevant clearing system.<\/p>\n

Other than as provided for in this Section 2.14.2 of the Indenture, the
\nGlobal Notes are not exchangeable for a Certificated Note or Certificated Notes.\n<\/p>\n

Prior to the expiration of the Restricted Period, the transferor of any
\nGlobal Note or Certificated Note shall be required to deliver a duly completed
\nRegulation S Certificate to the Trustee prior to such transfer. Upon and after
\nthe expiration of the Restricted Period, no such certification shall be required
\nwith respect to such transfers.”<\/p>\n

3<\/p>\n

\n

8. Solely with respect to the Notes, Section 2.14.3 of the Indenture shall be
\nreplaced in its entirety with the following:<\/p>\n

“SECTION 2.14.3. Form of Legend for Global Notes<\/u>. Each Global Note (i)
\nshall be delivered by or on behalf of the Trustee to, and registered in the name
\nof the nominee of, the Common Depositary and (ii) shall also bear a legend
\nsubstantially to the following effect or as may be appropriate:<\/p>\n

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
\nSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED
\nOR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
\nSTATES PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
\nREQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE
\nEXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL
\nTHE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS PART.”<\/p>\n

9. In addition to the provisions set forth in Article IV of the Indenture,
\nthe following additional provisions shall apply to the Notes (and only the
\nNotes) and shall be incorporated into the Indenture with respect to the Notes
\n(and only the Notes):<\/p>\n

Section 4.5 Change of Control Offer<\/strong><\/p>\n

(a) If a Change of Control Triggering Event occurs, unless the Company has
\nexercised its option to redeem the Notes as described in Section 5 of the
\nSecurity, the Company will be required to make an offer (the “Change of
\nControl Offer<\/strong>“) to each Holder to repurchase all or any part (equal to
\n 100,000 or multiples of 1,000 in excess thereof in the case of the Euro Notes
\nand 100,000 and multiples of 1,000 in excess thereof in the case of the
\nSterling Notes) of that Holder’s Notes on the terms set forth in such Security.
\nIn the Change of Control Offer, the Company shall be required to offer payment
\nin cash equal to 101% of the aggregate principal amount of Notes repurchased,
\nplus accrued and unpaid interest, if any, on the Notes repurchased to the date
\nof repurchase (the “Change of Control Payment<\/strong>“). Within 30 days
\nfollowing any Change of Control Triggering Event, a notice prepared by the
\nCompany will be provided to Holders describing the transaction that constitutes
\nthe Change of Control Triggering Event and offering to repurchase the Notes on
\nthe date specified in the notice, which date will be no earlier than 30 days and
\nno later than 60 days from the date such notice is provided (the
\n“Change of Control Payment Date<\/strong>“); provided<\/em>,
\nhowever<\/em>, that in no event will the Change of Control Payment Date occur
\nprior to the date 90 days following the First Issue Date.<\/p>\n

(b) On the Change of Control Payment Date, the Company shall, to the extent
\nlawful:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

accept for payment all Notes or portions of Notes properly tendered pursuant
\nto the Change of Control Offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

by 10:00 a.m., London time, deposit with the Paying Agent an amount equal to
\nthe Change of Control Payment in respect of all Notes or portions of Notes
\nproperly tendered; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

deliver or cause to be delivered to the Trustee the Notes properly accepted
\ntogether with an Officers’ Certificate stating the aggregate principal amount of
\nNotes or portions of Notes being repurchased.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Notwithstanding the foregoing, the Company shall not repurchase any Notes
\nif there has occurred and is continuing on the Change of Control Payment Date an
\nEvent of Default under the Indenture, other than a Default in the payment of the
\nChange of Control Payment upon a Change of Control Triggering Event.<\/p>\n

(d) The Company will comply with the requirements of Rule 14e-1 under the
\nExchange Act and any other securities laws and regulations thereunder to the
\nextent those laws and regulations are applicable in connection with the
\nrepurchase of the Notes as a result of a Change of Control Triggering Event. To
\nthe extent that the provisions of any such securities laws or regulations
\nconflict with the Change of Control Offer provisions of the Notes, the Company
\nwill comply with those securities laws and regulations and will not be deemed to
\nhave breached its obligations under the Change of Control Offer provisions of
\nthe Notes by virtue of any such conflict.<\/p>\n

(e) For the purposes of this Section 4.5 only, the following definitions
\nshall apply:<\/p>\n

“Beneficial Owner<\/strong>” shall be determined in accordance with
\nRules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except
\nthat a Person will be deemed to have beneficial ownership of all shares that
\nPerson has the right to acquire irrespective of whether that right is
\nexercisable immediately or only after the passage of time.<\/p>\n

“Change of Control<\/strong>” means the occurrence of any of the
\nfollowing: (1) the consummation of any transaction (including, without
\nlimitation, any merger or consolidation) the result of which is that any Person
\nor Group (other than the Company or one of its Subsidiaries) becomes the
\nBeneficial Owner, directly or indirectly, of more than 50% of the Company’s
\nVoting Stock or other Voting Stock into which the Company’s Voting Stock is
\nreclassified, consolidated, exchanged or changed, measured by voting power
\nrather than number of shares; provided<\/em>, however<\/em>, that a Person
\nshall not be deemed Beneficial Owner of, or to own beneficially, (A) any
\nsecurities tendered pursuant to a tender or exchange offer made by or on behalf
\nof such Person or any of such Person’s affiliates until such tendered securities
\nare accepted for purchase or exchange thereunder, or (B) any securities if such
\nbeneficial ownership (i) arises solely as a result of a revocable proxy
\ndelivered in response to a proxy or consent solicitation made pursuant to the
\napplicable rules and regulations under the Exchange Act, and (ii) is not also
\nthen reportable on Schedule 13D (or any successor schedule) under the Exchange
\nAct; (2) the direct or indirect sale, transfer, conveyance or other disposition
\n(other than by way of merger or consolidation), in one or more series of related
\ntransactions, of all or substantially all of the Company’s assets and the assets
\nof the Company’s Subsidiaries, taken as a whole, to one or more Persons or
\nGroups (other than the Company or one of its Subsidiaries); provided<\/em>
\nthat<\/p>\n

5<\/p>\n

\n

none of the circumstances in this clause (2) will be a Change of Control if
\nthe Persons that beneficially own the Company’s Voting Stock immediately prior
\nto the transaction own, directly or indirectly, shares with a majority of the
\ntotal voting power of all outstanding voting securities of the surviving or
\ntransferee Person that are entitled to vote generally in the election of that
\nPerson’s board of directors, managers or trustees immediately after the
\ntransaction; (3) the Company consolidates with, or merges with or into any
\nPerson, or any Person consolidates with, or merges with or into, the Company, in
\nany such event pursuant to a transaction in which any of the Company’s
\noutstanding Voting Stock or the Voting Stock of such other Person is converted
\ninto or exchanged for cash, securities or other property, other than such
\ntransaction where the shares of the Company’s Voting Stock outstanding
\nimmediately prior to such transaction constitute, or are converted into or
\nexchanged for, a majority of the Voting Stock of the surviving Person or any
\ndirect or indirect parent company of the surviving Person immediately after
\ngiving effect to such transaction; (4) the first day on which a majority of the
\nmembers of the Board of Directors are not Continuing Directors; or (5) the
\nadoption of a plan relating to the Company’s liquidation or dissolution.
\nNotwithstanding the foregoing, a transaction will not be deemed to involve a
\nChange of Control under clause (1) above if (i) the Company becomes a direct or
\nindirect wholly-owned subsidiary of a holding company and (ii) (A) the direct or
\nindirect holders of the Voting Stock of such holding company immediately
\nfollowing that transaction are substantially the same as the holders of the
\nCompany’s Voting Stock immediately prior to that transaction or (B) immediately
\nfollowing that transaction no Person (other than a holding company satisfying
\nthe requirements of this sentence) is the Beneficial Owner, directly or
\nindirectly, of more than 50% of the Voting Stock of such holding company.<\/p>\n

“Change of Control Triggering Event<\/strong>” means the occurrence of
\nboth a Change of Control and a Rating Event.<\/p>\n

“Fitch<\/strong>” means Fitch, Inc., and its successors.<\/p>\n

“Group<\/strong>” has the meaning given by Section 13(d) and 14(d) of
\nthe Exchange Act or any successor provisions and includes any group acting for
\nthe purpose of acquiring, holding or disposing of securities within the meaning
\nof Rule 13d-5(b)(1) under the Exchange Act or any successor provision.<\/p>\n

“Investment Grade Rating<\/strong>” means a rating equal to or higher
\nthan Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P,
\nand BBB- (or the equivalent) by Fitch, and the equivalent investment grade
\ncredit rating from any additional Rating Agency or Rating Agencies selected by
\nthe Company.<\/p>\n

“Moody’s<\/strong>” means Moody’s Investors Service, Inc., and its
\nsuccessors.<\/p>\n

“Person<\/strong>” has the meaning given by Section 13(d) and 14(d) of
\nthe Exchange Act or any successor provisions.<\/p>\n

“Rating Agencies<\/strong>” means (1) each of Fitch, Moody’s and
\nS&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or
\nfails to make a rating of the Notes publicly available for reasons outside of
\nthe Company’s control, a “nationally recognized statistical rating organization”
\nwithin the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected
\nby the Company (as certified by a resolution of the Board of Directors) as a
\nreplacement agency for Fitch, Moody’s or S&P, or all of them, as the case
\nmay be.<\/p>\n

6<\/p>\n

\n

“Rating Event<\/strong>” means the rating on the applicable series of
\nNotes is lowered by at least two of the three Rating Agencies and the Notes are
\nrated below an Investment Grade Rating by at least two of the three Rating
\nAgencies on any day during the period commencing 60 days prior to the first
\npublic notice of the occurrence of a Change of Control or the Company’s
\nintention to effect a Change of Control and ending 60 days following
\nconsummation of such Change of Control (which period will be extended so long as
\nthe rating of the applicable series of Notes is under publicly announced
\nconsideration for a possible downgrade by any of the Rating Agencies).<\/p>\n

“S&P<\/strong>” means Standard & Poor’s Rating Services, a
\ndivision of The McGraw-Hill Companies, Inc., and its successors.<\/p>\n

“Voting Stock<\/strong>” as applied to stock of any Person, means
\nshares, interests, participations or other equivalents in the equity interest
\n(however designated) in such Person having ordinary voting power for the
\nelection of a majority of the directors (or the equivalent) of such Person,
\nother than shares, interests, participations or other equivalents having such
\npower only by reason of the occurrence of a contingency.<\/p>\n

Section 4.6 Limitation on Liens<\/strong>.<\/p>\n

(a) The Company shall not, nor shall it permit any of its Subsidiaries to,
\ncreate or incur any Lien on any of their respective Properties, whether now
\nowned or hereafter acquired, or upon any income or profits therefrom, in order
\nto secure any Indebtedness of the Company, without effectively providing that
\nsuch series of Notes shall be equally and ratably secured until such time as
\nsuch Indebtedness is no longer secured by such Lien, except:<\/p>\n

(1) Liens existing as of the First Issue Date;<\/p>\n

(2) Liens granted after the First Issue Date on any of the Company or any of
\nits Subsidiaries’ Properties securing Indebtedness of the Company created in
\nfavor of the Holders of the Notes;<\/p>\n

(3) Liens securing Indebtedness of the Company which are incurred to extend,
\nrenew or refinance Indebtedness which is secured by Liens permitted to be
\nincurred under the Indenture; provided<\/em> that those Liens do not extend
\nto or cover any of the Company or any of its Subsidiaries’ Property other than
\nthe Property securing the Indebtedness being refinanced and that the principal
\namount of such Indebtedness does not exceed the principal amount of the
\nIndebtedness being refinanced;<\/p>\n

(4) Liens created in substitution of or as replacements for any Liens
\npermitted by the preceding clauses (1) through (3) directly above,
\nprovided<\/em> that, based on a good faith determination of an Officer of the
\nCompany, the Property encumbered under any such substitute or replacement Lien
\nis substantially similar in nature to the Property encumbered by the otherwise
\npermitted Lien which is being replaced; and<\/p>\n

7<\/p>\n

\n

(5) Permitted Liens.<\/p>\n

(b) Notwithstanding the foregoing, the Company and any of its Subsidiaries
\nmay, without securing any series of Notes, create or incur Liens which would
\notherwise be subject to the restrictions set forth in the preceding paragraph,
\nif after giving effect thereto, Exempted Debt does not exceed the greater of (x)
\n35% of Consolidated Net Worth calculated as of the date of the creation or
\nincurrence of the Lien or (y) 35% of Consolidated Net Worth calculated as of the
\nFirst Issue Date.<\/p>\n

Section 4.7 Limitation on Sale and Lease-Back Transactions<\/strong>.\n<\/p>\n

(a) The Company shall not and shall not permit any of its Subsidiaries to,
\nenter into any sale and lease-back transaction for the sale and leasing back of
\nany Property, whether now owned or hereafter acquired, of the Company or any
\nSubsidiary of the Company, unless:<\/p>\n

(1) such transaction was entered into prior to the First Issue Date;<\/p>\n

(2) such transaction was for the sale and leasing back of any Property by a
\nSubsidiary of the Company to the Company;<\/p>\n

(3) such transaction involves a lease for less than three years;<\/p>\n

(4) the Company would be entitled to incur Indebtedness secured by a mortgage
\non the property to be leased in an amount equal to the Attributable Liens with
\nrespect to such sale and lease-back transaction without equally and ratably
\nsecuring the Notes pursuant to Section 4.6; or<\/p>\n

(5) the Company applies an amount equal to the fair value of the proceeds of
\nthe Property sold to the purchase of Property or to the retirement of long-term
\nIndebtedness of the Company or any of its Subsidiaries within 120 days of the
\neffective date of any such sale and lease-back transaction. In lieu of applying
\nsuch amount to such retirement, the Company may, or may cause any of its
\nSubsidiaries to, deliver debt securities to the Trustee therefor for
\ncancellation, such debt securities to be credited at the cost thereof to the
\nCompany.<\/p>\n

(b) Notwithstanding the foregoing, the Company and any of its Subsidiaries
\nmay enter into any sale and lease-back transaction which would otherwise be
\nsubject to the foregoing restrictions if after giving effect thereto and at the
\ntime of determination, Exempted Debt does not exceed the greater of (a) 35% of
\nConsolidated Net Worth calculated as of the closing date of the sale-leaseback
\ntransaction or (b) 35% of Consolidated Net Worth calculated as of the First
\nIssue Date.<\/p>\n

Section 4.8 Payment of Additional Amounts<\/strong>.<\/p>\n

(a) Payments of principal and interest on the Notes will be made free and
\nclear of and without withholding or deduction for or on account of any present
\nor future tax, assessment or other governmental charge (collectively,
\n“Taxes<\/strong>“) imposed by the United States (or any political
\nsubdivision or taxing authority thereof or therein having power to tax) (each, a
\n“Relevant Taxing Jurisdiction<\/strong>“), unless the withholding of such
\nTaxes is required by law or the official<\/p>\n

8<\/p>\n

\n

interpretation or administration thereof. The Company will, subject to the
\nexceptions and limitations set forth below, pay such additional amounts
\n(“Additional Amounts<\/strong>“) as are necessary in order that the net
\npayment of the principal of and interest on the applicable series of Notes to a
\nHolder who is not a United States person for United States federal income tax
\npurposes, after deduction for any present or future Taxes of any Relevant Taxing
\nJurisdiction, imposed by withholding with respect to the payment, will not be
\nless than the amount provided in such Notes to be then due and payable;
\nprovided<\/em>, however<\/em>, that the foregoing obligation to pay
\nAdditional Amounts shall not apply:<\/p>\n

(1) to any Taxes that are imposed or withheld solely by reason of the Holder,
\nor a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the
\nHolder is an estate, trust, partnership or corporation, or a person holding a
\npower over an estate or trust administered by a fiduciary Holder, being
\nconsidered as:<\/p>\n

(a) being or having been present or engaged in a trade or business in the
\nUnited States or having or having had a permanent establishment in the United
\nStates;<\/p>\n

(b) having a current or former relationship with the United States, including
\na relationship as a citizen or resident thereof;<\/p>\n

(c) being or having been a foreign or domestic personal holding company, a
\npassive foreign investment company or a controlled foreign corporation with
\nrespect to the United States or a corporation that has accumulated earnings to
\navoid United States federal income tax;<\/p>\n

(d) being or having been a “10-percent shareholder” of the obligor under the
\nNotes within the meaning of section 871(h)(3) of the United States Internal
\nRevenue Code of 1986, as amended (the “Code”), or any successor provisions; or\n<\/p>\n

(e) being or having been a bank receiving interest described in section
\n881(c)(3)(A) of the Code or any successor provisions;<\/p>\n

(2) to any Holder that is not the sole beneficial owner of the Note, or a
\nportion thereof, or that is a fiduciary or partnership, but only to the extent
\nthat a beneficiary or settlor with respect to the fiduciary, a beneficial owner
\nor member of the partnership would not have been entitled to the payment of an
\nAdditional Amount had the beneficiary, settlor, beneficial owner or member
\nreceived directly its beneficial or distributive share of the payment;<\/p>\n

(3) to any Taxes that are imposed or withheld solely by reason of the failure
\nto (a) comply with certification, identification or information reporting
\nrequirements concerning the nationality, residence, identity or connection with
\na Relevant Taxing Jurisdiction of the Holder or beneficial owner of such Note,
\nif compliance is required by statute or by regulation of the Relevant Taxing
\nJurisdiction as a precondition to relief or exemption from such Taxes (including
\nthe submission of an applicable United States Internal Revenue Service (“IRS”)
\nForm W-8 (with any required attachments)) or (b) comply with any informational
\ngathering and reporting<\/p>\n

9<\/p>\n

\n

requirements or to take any similar action (including entering into any
\nagreement with the IRS), in each case, that are required to obtain the maximum
\navailable exemption from withholding by a Relevant Taxing Jurisdiction that is
\navailable to payments received by or on behalf of the Holder;<\/p>\n

(4) to any Taxes that are imposed otherwise than by withholding from the
\npayment;<\/p>\n

(5) to any Taxes that are imposed or withheld solely by reason of a change in
\nlaw, regulation, or administrative or judicial interpretation that becomes
\neffective more than 15 days after the payment becomes due or is duly provided
\nfor, whichever occurs later;<\/p>\n

(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or
\npersonal property tax or a similar tax, assessment or governmental charge;<\/p>\n

(7) to any Taxes required to be withheld by any paying agent from any payment
\nof principal of or interest on any Note, if such payment can be made without
\nsuch withholding by any other paying agent;<\/p>\n

(8) to any Taxes that are imposed or levied by reason of the presentation
\n(where presentation is required in order to receive payment) of such Notes for
\npayment on a date more than 30 days after the date on which such payment became
\ndue and payable, except to the extent that the Holder or beneficial owner
\nthereof would have been entitled to Additional Amounts had the Notes been
\npresented for payment on any date during such 30 day period;<\/p>\n

(9) to any withholding or deduction in respect of any tax, assessment or
\ngovernmental charge where such withholding or deduction is imposed on a payment
\nto an individual and is required to be made pursuant to European Council
\nDirective 2003\/48\/EC or any other directive implementing the conclusions of the
\nECOFIN Council meeting of 26-27 November 2000 or any law implementing or
\ncomplying with, or introduced in order to conform to, such directive; or<\/p>\n

(10) in the case of any combination of any items (1) through (9).<\/p>\n

(b) The Notes are subject in all cases to any tax, fiscal or other law or
\nregulation or administrative or judicial interpretation applicable thereto.
\nExcept as specifically provided under this Section 4.8, the Company shall not be
\nrequired to make any payment with respect to any tax, assessment or governmental
\ncharge imposed by any government or a political subdivision or taxing authority
\nthereof or therein.<\/p>\n

10. In addition to the definitions set forth in Article I of the Indenture,
\neach of the Notes shall include the following additional definitions, which, in
\nthe event of a conflict with the definition of terms in the Indenture, shall
\ncontrol:<\/p>\n

10<\/p>\n

\n

“Attributable Liens<\/strong>” means in connection with a sale and
\nlease-back transaction the lesser of:<\/p>\n

(1) the fair market value of the assets subject to such transaction; and<\/p>\n

(2) the present value (discounted at a rate per annum equal to the average
\ninterest borne by all outstanding debt securities issued under the Indenture
\n(which may include debt securities in addition to the Notes) determined on a
\nweighted average basis and compounded semi-annually) of the obligations of the
\nlessee for rental payments during the term of the related lease.<\/p>\n

“Business Day<\/strong>” means any day on which commercial banks and
\nforeign exchange markets are open for business in New York and London and which
\nis a day on which the Trans-European Automated Real-Time Gross Settlement
\nExpress Transfer System (TARGET2) (or any successor to such system) is
\noperating.<\/p>\n

“Calculation Agent<\/strong>” means an independent financial
\ninstitution appointed by the Company, which may include the Trustee, the Paying
\nAgent, any of the Managers or their respective affiliates who agree to serve in
\nsuch capacity.<\/p>\n

“Capital Lease<\/strong>” means any Indebtedness represented by a
\nlease obligation of a Person incurred with respect to real property or equipment
\nacquired or leased by such Person and used in its business that is required to
\nbe recorded as a capital lease in accordance with GAAP.<\/p>\n

“Certificated Note<\/strong>” means a permanent certificated Note in
\nregistered form issued in denominations of 100,000, in the case of the Euro
\nNotes and 100,000 in the case of the Sterling Notes, and multiples of 1,000 in
\nexcess thereof in the case of the Euro Notes, and 1,000 in excess thereof in
\nthe case of the Sterling Notes, substantially in the form attached hereto as
\nExhibit A.<\/p>\n

“Clearstream<\/strong>” means Clearstream Banking, soci t
\nanonyme<\/em>, as currently in effect, or any successor securities clearing
\nagency.<\/p>\n

“Common Depositary<\/strong>” means a common depositary for Euroclear
\nand Clearstream, their respective nominees and their respective successors,
\nwhich shall initially be The Bank of New York Mellon, London Branch, or a
\nsuccessor as appointed in accordance with the Indenture.<\/p>\n

“Consolidated Net Worth<\/strong>” means, as of any date of
\ndetermination, the Stockholders’ Equity of the Company and its Consolidated
\nSubsidiaries on that date.<\/p>\n

“Consolidated Subsidiary<\/strong>” means, as of any date of
\ndetermination and with respect to any Person, any Subsidiary of that Person
\nwhose financial data is, in accordance with GAAP, reflected in that Person’s
\nconsolidated financial statements.<\/p>\n

“Continuing Director<\/strong>” means, as of any date of
\ndetermination, any member of the Board of Directors who:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

was a member of the Board of Directors on the First Issue Date; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

was nominated for election or elected to the Board of Directors with the
\napproval of a majority of the Continuing Directors who were members of the Board
\nof Directors at the time of such nomination or election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Credit Agreement<\/strong>” means the Credit Agreement, dated as of
\nNovember 2, 2007, by and among the Company, Citibank N.A., Citicorp USA, Inc.,
\nas administrative agent, Barclays Bank PLC, as syndication agent, and Citigroup
\nGlobal Markets, Inc. and Barclays Capital, as joint lead arrangers and joint
\nbook runners, as such agreement may be amended (including any amendment,
\nrestatement, refinancing and successors thereof), supplemented or otherwise
\nmodified from time to time, including any increase in the principal amount of
\nthe obligations thereunder.<\/p>\n

“Credit Facilities<\/strong>” means, one or more debt facilities
\n(including, without limitation, the Credit Agreement) or commercial paper
\nfacilities, in each case, with banks or other institutional lenders providing
\nfor revolving credit loans, term loans, receivables financing (including through
\nthe sale of receivables to such lenders or to special purpose entities formed to
\nborrow from such lenders against such receivables) or letters of credit, in each
\ncase, as amended, restated, modified, renewed, refunded, replaced (whether upon
\nor after termination or otherwise) or refinanced (including by means of sales of
\ndebt securities to institutional investors) in whole or in part from time to
\ntime.<\/p>\n

“Depositary<\/strong>“, with respect to the Notes, shall be deemed to
\nrefer to Euroclear and Clearstream (or any successor clearing system).<\/p>\n

“Euroclear<\/strong>” means Euroclear Bank S.A.\/N.V., as currently in
\neffect, or any successor securities clearing agency.<\/p>\n

“Exempted Debt<\/strong>” means the sum of the following as of the
\ndate of determination:<\/p>\n

(1) Indebtedness of the Company incurred after the First Issue Date and
\nsecured by Liens not permitted by Section 4.6(a) above; and<\/p>\n

(2) Attributable Liens of the Company and any of its Subsidiaries in respect
\nof sale and lease-back transactions entered into after the First Issue Date
\npursuant to Section 4.7(b) above.<\/p>\n

“First Issue Date”<\/strong> means December 5, 2011.<\/p>\n

“GAAP<\/strong>” means accounting principles generally accepted in the
\nUnited States set forth in the opinions and pronouncements of the Accounting
\nPrinciples Board of the American Institute of Certified Public Accountants and
\nstatements and pronouncements of the Financial Accounting Standards Board or in
\nsuch other statements by such other entity as have been approved by a
\nsignificant segment of the accounting profession, which are in effect as of the
\ndate of determination.<\/p>\n

“Global Note<\/strong>” means any Note that is a Global Security.<\/p>\n

12<\/p>\n

\n

“Governmental Agency<\/strong>” means:<\/p>\n

(1) any foreign, federal, state, county or municipal government, or political
\nsubdivision thereof;<\/p>\n

(2) any governmental or quasi-governmental agency, authority, board, bureau,
\ncommission, department, instrumentality or public body;<\/p>\n

(3) any court or administrative tribunal; and<\/p>\n

(4) with respect to any Person, any arbitration tribunal or other
\nnongovernmental authority to whose jurisdiction that Person has consented.<\/p>\n

“Hedging Obligations<\/strong>” means, with respect to any specified
\nPerson, the obligations of such Person under:<\/p>\n

(1) interest rate swap agreements (whether from fixed to floating or from
\nfloating to fixed), interest rate cap agreements and interest rate collar
\nagreements;<\/p>\n

(2) other agreements or arrangements designed to manage interest rates or
\ninterest rate risk; and<\/p>\n

(3) other agreements or arrangements designed to protect such Person against
\nfluctuations in currency exchange rates or commodity prices.<\/p>\n

“Indebtedness<\/strong>” of any Person means, without duplication, any
\nindebtedness, whether or not contingent, in respect of borrowed money or
\nevidenced by bonds, notes, debentures or similar instruments or letters of
\ncredit (or reimbursement agreements with respect thereto) or representing the
\nbalance deferred and unpaid of the purchase price of any Property (including
\npursuant to Capital Leases), except any such balance that constitutes an accrued
\nexpense or trade payable, if and to the extent any of the foregoing indebtedness
\nwould appear as a liability upon a balance sheet of such Person prepared on a
\nconsolidated basis in accordance with GAAP (but does not include contingent
\nliabilities which appear only in a footnote to a balance sheet), and shall also
\ninclude, to the extent not otherwise included, the guaranty of items which would
\nbe included within this definition.<\/p>\n

“Laws<\/strong>” means, collectively, all foreign, federal, state and
\nlocal statutes, treaties, rules, regulations, ordinances, codes and
\nadministrative or controlling precedents of any Governmental Agency.<\/p>\n

“Lien<\/strong>” means any lien, security interest, charge or
\nencumbrance of any kind (including any conditional sale or other title retention
\nagreement, any lease in the nature thereof, and any agreement to give any
\nsecurity interest).<\/p>\n

“Make-Whole Amount<\/strong>” means the excess of (1) the net present
\nvalue, on the redemption date, of the principal being redeemed or paid and the
\namount of interest (exclusive of interest accrued to the date of redemption)
\nthat would have been payable if such redemption had not been made, over (2) the
\naggregate principal amount of the Euro Notes or the Sterling Notes, as
\napplicable, being redeemed or paid. Net present value shall be determined by
\ndiscounting, on a semi-annual basis, such principal and interest at the
\nReinvestment Rate (as determined on the<\/p>\n

13<\/p>\n

\n

third Business Day preceding the date such notice of redemption is given)
\nfrom the respective dates on which such principal and interest would have been
\npayable if such redemption had not been made.<\/p>\n

“Managers<\/strong>” means the several managers named in Schedule I to
\nthe Subscription Agreement, dated December 2, 2011, among the Company and
\nBarclays Bank PLC, Merrill Lynch International and Morgan Stanley & Co.
\nInternational plc, as representatives of the managers with respect to the Notes.\n<\/p>\n

“Permitted Liens<\/strong>” means:<\/p>\n

(1) Liens securing Indebtedness under Credit Facilities;<\/p>\n

(2) Liens on accounts receivable, merchandise inventory, equipment, and
\npatents, trademarks, trade names and other intangibles, securing Indebtedness of
\nthe Company;<\/p>\n

(3) Liens on any assets of the Company, any of its Subsidiaries’ assets, or
\nthe assets of any joint venture to which the Company or any of its Subsidiaries
\nis a party, created solely to secure obligations incurred to finance the
\nrefurbishment, improvement or construction of such asset, which obligations are
\nincurred no later than 24 months after completion of such refurbishment,
\nimprovement or construction, and all renewals, extensions, refinancings,
\nreplacements or refundings of such obligations;<\/p>\n

(4) (a) Liens given to secure the payment of the purchase price incurred in
\nconnection with the acquisition (including acquisition through merger or
\nconsolidation) of Property (including shares of stock), including Capital Lease
\ntransactions in connection with any such acquisition, and (b) Liens existing on
\nProperty at the time of acquisition thereof or at the time of acquisition by the
\nCompany or one of its Subsidiaries of any Person then owning such Property
\nwhether or not such existing Liens were given to secure the payment of the
\npurchase price of the Property to which they attach; provided<\/em> that,
\nwith respect to clause (a), the Liens shall be given within 24 months after such
\nacquisition and shall attach solely to the Property acquired or purchased and
\nany improvements then or thereafter placed thereon;<\/p>\n

(5) Liens in favor of customs and revenue authorities arising as a matter of
\nlaw to secure payment of customs duties in connection with the importation of
\ngoods;<\/p>\n

(6) Liens upon specific items of inventory or other goods and proceeds of any
\nPerson securing such Person’s obligations in respect of bankers’ acceptances
\nissued or created for the account of such Person to facilitate the purchase,
\nshipment or storage of such inventory or other goods;<\/p>\n

(7) Liens securing reimbursement obligations with respect to letters of
\ncredit that encumber documents and other Property relating to such letters of
\ncredit and the products and proceeds thereof;<\/p>\n

(8) Liens on key-man life insurance policies granted to secure Indebtedness
\nof the Company against the cash surrender value thereof;<\/p>\n

14<\/p>\n

\n

(9) Liens encumbering customary initial deposits and margin deposits and
\nother Liens in the ordinary course of business, in each case securing Hedging
\nObligations and forward contract, option, futures contracts, futures options or
\nsimilar agreements or arrangements designed to protect the Company or any of its
\nSubsidiaries from fluctuations in interest rates, currencies or the price of
\ncommodities;<\/p>\n

(10) Liens arising out of conditional sale, title retention, consignment or
\nsimilar arrangements for the sale of goods entered into by Company or any of its
\nSubsidiaries in the ordinary course of business;<\/p>\n

(11) pre-existing Liens on assets acquired by the Company or any of its
\nSubsidiaries after the First Issue Date;<\/p>\n

(12) Liens in favor of the Company or in favor of any of its Subsidiaries;\n<\/p>\n

(13) inchoate Liens incident to construction or maintenance of real property,
\nor Liens incident to construction or maintenance of real property, now or
\nhereafter filed of record for sums not yet delinquent or being contested in good
\nfaith, if reserves or other appropriate provisions, if any, as shall be required
\nby GAAP shall have been made therefor;<\/p>\n

(14) statutory Liens arising in the ordinary course of business with respect
\nto obligations which are not delinquent or are being contested in good faith, if
\nreserves or other appropriate provisions, if any, as shall be required by GAAP
\nshall have been made therefor;<\/p>\n

(15) Liens consisting of pledges or deposits to secure obligations under
\nworkers’ compensation laws or similar legislation, including Liens of judgments
\nthereunder which are not currently dischargeable;<\/p>\n

(16) Liens consisting of pledges or deposits of Property to secure
\nperformance in connection with operating leases made in the ordinary course of
\nbusiness to which Company or any of its Subsidiaries is a party as lessee,
\nprovided<\/em> the aggregate value of all such pledges and deposits in
\nconnection with any such lease does not at any time exceed 16 2<\/sup>\/3% of
\nthe annual fixed rentals payable under such lease;<\/p>\n

(17) Liens consisting of deposits of Property to secure statutory obligations
\nof the Company or statutory obligations of any of its Subsidiaries in the
\nordinary course of its business;<\/p>\n

(18) Liens consisting of deposits of Property to secure (or in lieu of)
\nsurety, appeal or customs bonds in proceedings to which the Company or any of
\nits Subsidiaries is a party in the ordinary course of its business, but not in
\nexcess of $75,000,000;<\/p>\n

(19) purchase money Liens or purchase money security interests upon or in any
\nProperty acquired or held by Company or any of its Subsidiaries in the ordinary
\ncourse of business to secure the purchase price of such Property or to secure
\nIndebtedness incurred solely for the purpose of financing the acquisition of
\nsuch Property;<\/p>\n

(20) Liens on an asset created in connection with the acquisition,
\nconstruction or development of additions, extensions or improvements to such
\nasset which shall be financed by<\/p>\n

15<\/p>\n

\n

obligations described in Sections 142, 144(a) or 144(c) of the United States
\nInternal Revenue Code of 1986, as amended, or by obligations entitled to
\nsubstantially similar tax benefits under other legislation or regulations in
\neffect from time to time; and<\/p>\n

(21) Liens on Property subject to escrow or similar arrangements established
\nin connection with litigation settlements.<\/p>\n

“Property<\/strong>” means any property or asset, whether real,
\npersonal or mixed, or tangible or intangible.<\/p>\n

“Reference Bund<\/strong>” means the Federal Government Bond of
\nBundesrepublik Deutschland due July 14, 2018, with ISIN DE0001135358.<\/p>\n

“Reference Gilt<\/strong>” means the United Kingdom Gilt Treasury
\nStock due March 7, 2025, with ISIN GB0030880693.<\/p>\n

“Reference Dealers<\/strong>” means each of the four banks selected by
\na Calculation Agent which are primary European government security dealers, and
\ntheir respective successors, or market makers in pricing corporate bond issues.\n<\/p>\n

“Reinvestment Rate<\/strong>” means, (i) for the Euro Notes, 0.45%,
\nplus the average of the four quotations given by the Reference Dealers of the
\nmid-market annual yield to maturity of the Reference Bund at 11.00 a.m. (Central
\nEuropean time (“CET”)) on the fourth Business Day preceding such redemption date
\nand if the Reference Bund is no longer outstanding, a Similar Security will be
\nchosen by the Calculation Agent at 11.00 a.m. (CET) on the third Business Day in
\nLondon preceding such redemption date, quoted in writing by the Calculation
\nAgent to the Company, and, (ii) for the sterling notes, 0.45%, plus the yield to
\nmaturity as of such redemption date of the Reference Gilt (as compiled by the
\nOffice for National Statistics and published in the most recent Financial
\nStatistics that have become publicly available at least two Business Days in
\nLondon prior to such redemption date (or, if such Financial Statistics are no
\nlonger published, any publicly available source of similar market data)) most
\nnearly equal to the period from such redemption date to the stated maturity of
\nthe Sterling Notes being redeemed; provided, however, that if the period from
\nsuch redemption date to the stated maturity of the Sterling Notes being redeemed
\nis less than one year, the weekly average yield on the Reference Gilt adjusted
\nto a fixed maturity of one year shall be used; provided further that if no such
\nrate (as specified in this clause (ii)) is available, a Similar Security will be
\nchosen by the Calculation Agent on the first Business Day in London preceding
\nsuch redemption date, quoted in writing by the Calculation Agent to the Company.\n<\/p>\n

“Regulation S<\/strong>” means Regulation S under the Securities Act.\n<\/p>\n

“Regulation S Certificate<\/strong>” means the certificate
\nsubstantially in the form set forth hereto as Exhibit A.<\/p>\n

“Restricted Period<\/strong>” means the relevant 40-day distribution
\ncompliance period as defined in Regulation S.<\/p>\n

16<\/p>\n

\n

“Similar Security<\/strong>” means a reference bond or reference bonds
\nissued (i) in respect of the Euro Notes, by the German Federal Government and
\n(ii) in respect of the Sterling Notes, by the United Kingdom government, in each
\ncase, having an actual or interpolated maturity comparable with the remaining
\nterm of the Sterling Notes or Euro Notes, as the case may be, that would be
\nutilized, at the time of selection and in accordance with customary financial
\npractice, in pricing new issues of corporate debt securities of comparable
\nmaturity to the remaining term of the Sterling Notes or Euro Notes, as the case
\nmay be.<\/p>\n

“Stockholders’ Equity<\/strong>” means, as of any date of
\ndetermination, stockholders’ equity as of that date determined in accordance
\nwith GAAP; provided<\/em> that there shall be excluded from Stockholders’
\nEquity any amount attributable to capital stock that is, directly or indirectly,
\nrequired to be redeemed or repurchased by the issuer thereof at a specified date
\nor upon the occurrence of specified events or at the election of the holder
\nthereof.<\/p>\n

11. Pursuant to its appointment in a letter agreement with the Company, dated
\nthe First Issue Date, the Paying Agent, Registrar and Common Depositary for the
\nNotes shall initially be The Bank of New York Mellon, London Branch.<\/p>\n

All sums payable to the Paying Agent hereunder with respect to the Euro Notes
\nshall be paid in Euros and all sums payable to the Paying Agent hereunder with
\nrespect to the Sterling Notes shall be paid in Pounds Sterling, in each case in
\nimmediately available or same day funds (in accordance with the paragraph
\nimmediately below) to such account with such bank as the Paying Agent may from
\ntime to time notify to the Company.<\/p>\n

The Company shall, by no later than 10:00 a.m. (London time) on the Business
\nDay on which any principal, interest or any other amount on the Notes become due
\nor payable, transfer or cause to be transferred to the Paying Agent such sum as
\nshall be required for the purposes of such payment in immediately available
\nfunds.<\/p>\n

Notwithstanding anything to the contrary in the Indenture or the Notes, the
\nPaying Agent shall have no obligation to make any payment due on the Notes
\nwhatsoever unless it has first received immediately available funds, by 10:00
\na.m. (London time) on the Business Day on which any payment is due, sufficient
\nto make such payment. If funds are received after 10:00 a.m. (London time) on
\nsuch payment date, the Paying Agent shall use commercially reasonable efforts to
\nmake such payment on such payment date (it being understood that the Paying
\nAgent shall not incur any liability if such payment cannot be made on such
\npayment date).<\/p>\n

12. Principal, premium, if any, and interest, if any, on the Notes will be
\nconsidered paid on the date due if the Paying Agent, if other than the Company
\nor a Subsidiary or Affiliate thereof, holds as of 10:00 a.m. (London time) on
\nthe due date money deposited by the Company in immediately available funds and
\ndesignated for and sufficient to pay all principal, premium, if any, and
\ninterest, if any, then due.<\/p>\n

13. The Notes shall initially be registered in the name of The Bank of New
\nYork Depository (Nominees) Limited, as nominee for The Bank of New York Mellon,
\nLondon Branch, as Common Depositary.<\/p>\n

14. Each of the undersigned is authorized to approve the form, terms and
\nconditions of the Notes.<\/p>\n

17<\/p>\n

\n

15. Each of the undersigned has read the provisions of the Indenture,
\nincluding the covenants and conditions precedent, pertaining to the issuance of
\nthe Notes.<\/p>\n

16. In connection with this Certificate, each of the undersigned has examined
\nthe documents, corporate records and certificates and has made such inquiries of
\nthe other officers of the Company, which he has deemed necessary to enable him
\nto express an informed opinion as to whether or not such comments and conditions
\nhave been complied with.<\/p>\n

17. In the opinion of each of the undersigned, all of the conditions and
\ncovenants related to the issuance of the Notes have been complied with.<\/p>\n

18<\/p>\n

\n

IN WITNESS WHEREOF<\/strong>, the undersigned have executed this
\nOfficers’ Certificate as of the date first set forth above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ David J. Scott<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

David J. Scott<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, General Counsel and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Jonathan M. Peacock<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Jonathan M. Peacock<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Officers’ Certificate for the Notes<\/p>\n

\n

EXHIBIT A <\/strong><\/p>\n

REGULATION S CERTIFICATE <\/strong><\/p>\n

[Date]<\/p>\n

The Bank of New York Mellon<\/p>\n

101 Barclay Street, Floor 8W<\/p>\n

New York, New York 10286<\/p>\n

Attention: Corporate Trust Administration<\/p>\n

as Trustee<\/p>\n\n\n\n
\n

Re:<\/p>\n<\/td>\n

\n

Amgen Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

550,000,000 4.375% Senior Notes due 2018 and 475,000,000 5.50% Senior
\nNotes due 2026 (the “Notes<\/strong>“)<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Reference is hereby made to the Indenture, dated as of August 4, 2003,
\nbetween Amgen Inc., a corporation duly organized and existing under the laws of
\nthe State of Delaware (the “Company<\/strong>“), and The Bank of New York
\nMellon (as successor trustee to JPMorgan Chase Bank), as trustee (the
\n“Trustee<\/strong>“), as supplemented by the Officers’ Certificate, dated
\nas of December 5, 2011 (collectively, the “Indenture<\/strong>“).
\nCapitalized terms used but not defined herein shall have the meanings given to
\nthem in the Indenture. Other terms shall have the meanings given to them in
\nRegulation S under the U.S. Securities Act of 1933, as amended
\n(“Regulation S<\/strong>“).<\/p>\n

This letter relates to the principal amount of Notes specified below
\n[represented by a Certificated Note (No. )][represented by a Global Note (ISIN:
\n; Common Code: ; No. )] in the name of the Transferor specified below. The
\nTransferor has requested a transfer of such Note in the name of the Transferee
\nspecified below.<\/p>\n

In connection with such request and in respect of such Notes, the Transferor
\ndoes hereby certify that such transfer has been effected in accordance with the
\ntransfer restrictions set forth in the Indenture and the Notes and pursuant to
\nand in accordance with Regulation S, and accordingly the Transferor does hereby
\ncertify that:<\/p>\n

(1) the offer of the Notes was not made to a person in the United States;\n<\/p>\n

(2) the Transferee is not a U.S. person;<\/p>\n

(3) either (a) at the time the buy order was originated, the Transferee was
\noutside the United States, or the Transferor and any person acting on its behalf
\nreasonably believed that the Transferee was outside the United States or (b) the
\ntransaction was executed in, on or through the facilities of a “designated
\noffshore securities market”, and neither the Transferor nor any person acting on
\nits behalf knows that the transaction was pre-arranged with a buyer in the
\nUnited States;<\/p>\n

(4) no “directed selling efforts” have been made in contravention of the
\nrequirements of Rule 904(a)(2) of Regulation S, as applicable;<\/p>\n

\n

(5) in the event the Transferor is an officer or director of the Company, no
\nselling concession, fee or other remuneration was paid in connection with such
\ntransfer other than the usual and customary broker’s commission that would be
\nreceived by a person executing such transfer as agent; and<\/p>\n

(6) the transaction is not part of a plan or scheme to evade the registration
\nrequirements of the U.S. Securities Act of 1933, as amended.<\/p>\n

This certificate and the statements contained herein are made for your
\nbenefit and the benefit of the Company.<\/p>\n

Name of Transferor:<\/p>\n

Name of Transferee:<\/p>\n

Signature of Transferor:<\/p>\n

Name of Signer for Transferor:<\/p>\n

Title of Signer for Transferor:<\/p>\n

Date:<\/p>\n

[Principal amount and other delivery instructions for Global Note in<\/p>\n

Euroclear\/Clearstream:<\/p>\n

]<\/p>\n

Daytime telephone no. of contact person at Transferor:<\/p>\n

e-mail of contact person at Transferor:<\/p>\n

Daytime telephone no. of contact person at Transferee:<\/p>\n

e-mail of contact person at Transferee:<\/p>\n

\n

Annex A <\/strong><\/p>\n

Form of Euro Note <\/strong><\/p>\n

\n

[Face of Note]<\/p>\n

ISIN XS0710090928<\/p>\n

4.375% Senior Notes due 2018 <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n\n

<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

AMGEN INC. <\/strong><\/p>\n

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or
\nregistered assigns,<\/p>\n

the principal sum of EUROS <\/strong>on December 5, 2018.<\/p>\n

Interest Payment Date: December 5<\/p>\n

Record Dates: One Business Day prior to December 5<\/p>\n

Dated: December 5, 2011<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AMGEN INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

This is one of the Notes referred to<\/p>\n

in the within-mentioned Indenture:<\/p>\n<\/td>\n<\/tr>\n

\n

The Bank of New York Mellon,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

[REVERSE SIDE OF NOTE]<\/p>\n

4.375% SENIOR NOTES DUE 2018 <\/strong><\/p>\n

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK
\nDEPOSITORY (NOMINEES) LIMITED, AS NOMINEE FOR THE BANK OF NEW YORK MELLON,
\nLONDON BRANCH, AS THE COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR
\nBANK S.A.\/N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCI 137T 137 ANONYME
\n<\/em>(“CLEARSTREAM”). THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
\nTHE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE
\nLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
\nEXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON
\nDEPOSITARY, BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR
\nANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH
\nNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.\n<\/p>\n

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
\nSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED
\nOR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
\nSTATES PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
\nREQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE
\nEXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL
\nTHE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS PART.<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nCOMMON DEPOSITARY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
\nEXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
\nCOMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE
\nCOMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
\nHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
\nREGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.<\/p>\n

Capitalized terms used herein have the meanings assigned to them in the
\nIndenture referred to below unless otherwise indicated.<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

INTEREST. Amgen Inc., a Delaware corporation (the
\n“Company<\/strong>“), promises to pay interest on the principal amount of
\nthis Note at 4.375% per annum from December 5, 2011 until maturity. The Company
\nwill pay interest in cash annually in arrears on December 5 of each year, or if
\nany such day is not a Business Day, on the next succeeding Business Day (each,
\nan “Interest Payment Date<\/strong>“). Interest on the Notes will accrue
\nfrom the most recent date to which interest has been paid or, if no interest has
\nbeen paid, from the date of issuance; provided<\/em> that the first Interest
\nPayment Date shall be December 5, 2012; provided further<\/em> that after
\nDecember 5, 2012, if there is no existing Default in the payment of interest,
\nand if this Note is authenticated between a record date referred to on the face
\nhereof and the next succeeding Interest Payment Date, interest shall accrue from
\nsuch next succeeding Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

METHOD OF PAYMENT. The Company will pay interest on the Notes (except
\ndefaulted interest) to the Persons who are registered Holders of Notes at the
\nclose of business on the day that is one Business Day prior to the next
\nsucceeding Interest Payment Date, even if such Notes are canceled after such
\nrecord date and on or before such Interest Payment Date, except as provided in
\nSection 2.13 of the Indenture with respect to defaulted interest. The Notes will
\nbe payable as to principal and interest at the specified office or agency of the
\nPaying Agent in the United Kingdom; provided<\/em> that payment by wire
\ntransfer of immediately available funds will be required with respect to
\nprincipal of and interest on all Global Securities registered in the name of or
\nheld by a nominee of Euroclear or Clearstream to the account specified by the
\nHolder or Holders thereof; provided<\/em>, further<\/em>, that if
\ncertificated Notes are issued, the Company, at its option, may make payments by
\ncheck mailed to the Holders at their addresses set forth in the register of
\nHolders. Such payment will be in Euros.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, London
\nBranch, will act as Paying Agent and Registrar. The Company may change any
\nPaying Agent or Registrar without notice to any Holder. The Company or any of
\nits Subsidiaries may act in any such capacity.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

INDENTURE. The terms of the Notes include those stated in the Indenture dated
\nAugust 4, 2003, between the Company and the Trustee (the
\n“Indenture<\/strong>“), and those made part of the Indenture by the
\nOfficers’ Certificate dated December 5, 2011, delivered pursuant thereto (the
\n“Officers’ Certificate<\/strong>“) and the TIA. The Notes are subject to
\nall such terms, and the Holders are referred to the Indenture and the TIA for a
\nstatement of them.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

OPTIONAL REDEMPTION. At any time prior to maturity, the Company will have the
\noption to redeem all or a part of the Notes upon not less than 30 nor more than
\n60 days’ notice, at a redemption price equal to the sum of (1) 100% of the
\nprincipal amount of any Notes being redeemed plus accrued and unpaid interest
\nto, but not including, the redemption date, and (2) the Make-Whole Amount.
\nUnless the Company defaults in the payment of the redemption price, interest
\nwill cease to accrue on the Notes or portions thereof called for redemption on
\nthe applicable redemption date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

REDEMPTION UPON CHANGES IN WITHHOLDING TAXES. If (a) as a result of any
\nchange in, or amendment to, the laws (or any regulations or rulings promulgated
\nthereunder) of the United States (or any political subdivision or taxing
\nauthority thereof or therein having power to tax) (a “Relevant Taxing
\nJurisdiction<\/strong>“), or any change in, or amendment to, the official
\nposition regarding the application or interpretation of such laws, regulations
\nor rulings (including by virtue of a holding, judgment or order by a court of
\ncompetent jurisdiction or a change in published administrative practice), which
\nchange or amendment is announced on or after the date of the Offering Memorandum
\nrelated to the Notes, dated December 2, 2011 (the “Offering
\nMemorandum<\/strong>“), the Company becomes or will become obligated to pay
\nAdditional Amounts as described in Section 4.8 of the Indenture or (b) any act
\nis taken by a Relevant Taxing Jurisdiction on or after the date of the Offering
\nMemorandum, whether or not such act is taken with respect to the Company or any
\naffiliate, that results in a substantial probability that the Company will or
\nmay be required to pay such Additional Amounts, then the Company may, at its
\noption, redeem the Notes, as a whole but not in part, upon not less than 30<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

days’ nor more than 60 days’ published notice in accordance with Section 22
\nbelow, at 100% of their principal amount, together with interest accrued thereon
\nto the date fixed for redemption; provided<\/em> that the Company determines,
\nin its business judgment, that the obligation to pay such Additional Amounts
\ncannot be avoided by the use of reasonable measures available to the Company
\n(which does not include substitution of the obligor under the Notes). No
\nredemption pursuant to (a) or (b) above may be made unless the Company has
\nreceived an opinion of independent counsel to the effect that as a result of
\nsuch change or amendment the Company will, or that an act taken by a Relevant
\nTaxing Jurisdiction has resulted in a substantial probability that the Company
\nwill, or may, be required to pay the Additional Amounts described in Section 4.8
\nof the Indenture, and the Company shall have delivered to the Trustee a
\ncertificate, signed by a duly authorized officer, stating that based on such
\nopinion the Company is entitled to redeem the Notes pursuant to their terms.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days
\nbut not more than 60 days before the redemption date to each Holder whose Notes
\nare to be redeemed at its registered address, except that redemption notices may
\nbe mailed more than 60 days prior to a redemption date if the notice is issued
\nin connection with a defeasance of the Notes or a satisfaction or discharge of
\nthe Indenture. The Company will publish a notice of any redemption of Notes in
\naccordance with the provisions described under Section 22 below. The Company
\nwill inform the Irish Stock Exchange of the principal amount of the Notes that
\nhave not been redeemed in connection with any redemption. If fewer than all of
\nthe Notes are to be redeemed at any time, the Paying Agent will select the Notes
\nto be redeemed in accordance with the rules of the principal securities
\nexchange, if any, on which the Notes are listed at such time or, if the Notes
\nare not listed on a securities exchange, pro rata<\/em>, by lot;
\nprovided<\/em>, however<\/em>, that no such partial redemption shall
\nreduce the portion of the principal amount of a Note not redeemed to less than
\n 100,000. Notes in denominations larger than 100,000 may be redeemed in part
\nbut only in whole multiples of 1,000, unless all of the Notes held by a Holder
\nare to be redeemed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

MANDATORY REDEMPTION. Except as provided in Section 9 below, the Company is
\nnot required to make mandatory redemption or sinking fund payments with respect
\nto the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(9)<\/p>\n<\/td>\n

\n

CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control
\nTriggering Event, the Holders may require the Company to purchase for cash all
\nor a portion of their Notes at a purchase price equal to 101% of the principal
\namount of the notes, plus accrued and unpaid interest, if any, pursuant to the
\nprovisions of Section 9 of the Officers’ Certificate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(10)<\/p>\n<\/td>\n

\n

DEFEASANCE PRIOR TO MATURITY. The Indenture contains provisions for
\ndefeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants
\nand Events of Default with respect to the Notes, in each case upon compliance
\nwith certain conditions set forth therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(11)<\/p>\n<\/td>\n

\n

RESTRICTIVE COVENANTS. The Indenture and the Officers’ Certificate impose
\ncertain limitations on the Company and its Subsidiaries, including limitations
\non the Company’s and its Subsidiaries’ ability to create or incur certain Liens
\non any of their respective properties or assets and to enter into certain sale
\nand lease-back transactions and on the Company’s ability to engage in mergers or
\nconsolidations or the conveyance,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

transfer or lease of all or substantially all of its properties and assets.
\nThese limitations are subject to a number of important qualifications and
\nexceptions and reference is made to the Indenture and the Officers’ Certificate
\nfor a description thereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(12)<\/p>\n<\/td>\n

\n

DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
\ncoupons in denominations of 100,000 and integral multiples of 1,000. The
\ntransfer of Notes may be registered and Notes may be exchanged as provided in
\nthe Indenture. The Registrar and the Trustee may require a Holder, among other
\nthings, to furnish appropriate endorsements and transfer documents and the
\nCompany may require a Holder to pay any taxes and fees required by law or
\npermitted by the Indenture. The Company need not exchange or register the
\ntransfer of any Note or portion of a Note selected for redemption, except for
\nthe unredeemed portion of any Note being redeemed in part. Also, the Company
\nneed not exchange or register the transfer of any Notes for a period of 15 days
\nbefore a selection of Notes to be redeemed or during the period between a record
\ndate and the corresponding Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(13)<\/p>\n<\/td>\n

\n

PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
\nowner for all purposes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(14)<\/p>\n<\/td>\n

\n

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
\nIndenture or the Notes may be amended or supplemented with the consent of the
\nHolders of at least a majority in aggregate principal amount of the then
\noutstanding Notes voting as a single class, and any existing Default or Event or
\nDefault or compliance with any provision of the Indenture or the Notes may be
\nwaived with the consent of the Holders of a majority in aggregate principal
\namount of the then outstanding Notes voting as a single class. Without the
\nconsent of any Holder of a Note, the Indenture or the Notes may be amended or
\nsupplemented to cure any ambiguity, defect or inconsistency, to comply with
\nArticle V of the Indenture, to provide for uncertificated Notes in addition to
\nor in place of certificated Notes, to make any change that would not adversely
\naffect the rights under the Indenture of any such Holder, to provide for the
\nissuance of any additional notes as permitted by the Indenture, to appoint a
\nsuccessor trustee with respect to the notes and to add to or change any of the
\nprovisions of the Indenture necessary to provide for the administration of the
\ntrusts in the Indenture by more than one trustee, or to comply with the
\nrequirements of the SEC in order to effect or maintain the qualification of the
\nIndenture under the TIA. No amendment to cure any ambiguity, defect or
\ninconsistency in the Indenture made solely to conform the Indenture to the
\ndescription of notes contained in the Offering Memorandum will be deemed to
\nadversely affect the interests of the Holders of the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(15)<\/p>\n<\/td>\n

\n

DEFAULTS AND REMEDIES. If an Event of Default shall occur and be continuing,
\nthe principal of the Notes may be declared (or, in certain cases, shall ipso
\nfacto become) due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(16)<\/p>\n<\/td>\n

\n

TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in its
\nindividual or any other capacity, may deal with the Company or an Affiliate of
\nthe Company with the same rights it would have if it were not Trustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(17)<\/p>\n<\/td>\n

\n

NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder of
\nthe Company shall not have any liability for any obligations of the Company
\nunder the Notes or the Indenture or for any claim based on, in respect of, or by
\nreason of, such obligations or their creation. Each Holder by accepting a Note
\nwaives and releases all such liability. The waiver and release are part of the
\nconsideration for the issuance of the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(18)<\/p>\n<\/td>\n

\n

AUTHENTICATION. This Note will not be valid until authenticated by the manual
\nsignature of the Trustee or an authenticating agent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(19)<\/p>\n<\/td>\n

\n

ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or
\nan assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
\nentireties), JT TEN (= joint tenants with right of survivorship and not as
\ntenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts to Minors
\nAct).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(20)<\/p>\n<\/td>\n

\n

COMMON CODES AND ISIN NUMBERS. The Company in issuing the Notes may use
\nCommon Codes and ISIN numbers (if then generally in use) and, if so, the Trustee
\nshall use Common Codes and ISIN numbers in notices of redemption as a
\nconvenience to Holders; provided<\/em>, however<\/em>, that any such
\nnotice may state that no representation is made as to the correctness of such
\nnumbers either as printed on the Notes or as contained in any notice of a
\nredemption and that reliance may be placed only on the other identification
\nnumbers printed on the Notes, and any such redemption shall not be affected by
\nany defect in or omission of such numbers. The Company will promptly notify the
\nTrustee and the Paying Agent of any change in the Common Code or ISIN numbers.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(21)<\/p>\n<\/td>\n

\n

PRESCRIPTION. Claims against the Company for the payment of principal or
\nAdditional Amounts, if any, on the Notes will be prescribed for ten years after
\nthe applicable due date for payment thereof. Claims against the Company for the
\npayment of interest on the Notes will be prescribed for five years after the
\napplicable due date for payment of interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(22)<\/p>\n<\/td>\n

\n

NOTICES. All notices to the Holders of Notes shall be valid if published in a
\nmanner which complies with the rules and regulations of the Irish Stock Exchange
\nor any other relevant authority on which the Notes are for the time being listed
\nand so long as the Notes are listed on the Irish Stock Exchange and the
\nguidelines of the Irish Stock Exchange so require, filed with the Companies
\nAnnouncement Office of the Irish Stock Exchange. Any such notice will be deemed
\nto have been given on the date of the first publication or, where required to be
\npublished in more than one newspaper, on the date of the first publication in
\nall required newspapers. If publication as provided above is not practicable,
\nnotice will be given in such other manner, and shall be deemed to have been
\ngiven on such date, as the Trustee may approve. Notwithstanding any provision to
\nthe contrary, while the Notes are represented by Global Notes, any notice to the
\nHolders of Notes will be validly given if such notice is delivered to Euroclear
\nand\/or Clearstream. Any notice delivered to Euroclear and\/or Clearstream will be
\ndeemed to be given on the day of delivery.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(23)<\/p>\n<\/td>\n

\n

GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
\nUSED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE
\nPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
\nANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company will furnish to any Holder upon written request and without
\ncharge a copy of the Indenture and\/or the Officers’ Certificate.<\/p>\n

\n

Requests may be made to: <\/em><\/strong><\/p>\n

Amgen Inc.<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320-1799<\/p>\n

Attention: Investor Relations<\/p>\n

\n

ASSIGNMENT FORM <\/strong><\/p>\n

To assign this Note, fill in the form below:<\/p>\n

(I) or (we) assign and transfer this Note to:<\/p>\n

(Insert assignee’s legal name)<\/p>\n

(Insert assignee’s soc. sec. or tax I.D. no.)<\/p>\n

(Print or type assignee’s name, address and zip code)<\/p>\n

and irrevocably appoint to transfer this Note on the books of the Company.
\nThe agent may substitute another to act for him.<\/p>\n

Date:<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

(Sign exactly as your name appears on the face of this Note)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee*:<\/p>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

Participant in a recognized Signature Guarantee Medallion Program (or other
\nsignature guarantor acceptable to the Trustee).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Annex B <\/strong><\/p>\n

Form of Sterling Note <\/strong><\/p>\n

\n

[Face of Note]<\/p>\n

ISIN XS0710091140<\/p>\n

5.50% Senior Notes due 2026 <\/strong><\/p>\n\n\n\n
\n

No.<\/p>\n<\/td>\n

\n

<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

AMGEN INC. <\/strong><\/p>\n

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or
\nregistered assigns,<\/p>\n

the principal sum of POUNDS STERLING <\/strong>on December 7, 2026.\n<\/p>\n

Interest Payment Date: December 7<\/p>\n

Record Dates: One Business Day prior to December 7<\/p>\n

Dated: December 5, 2011<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AMGEN INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This is one of the Notes referred to<\/p>\n

in the within-mentioned Indenture:<\/p>\n

The Bank of New York Mellon,<\/p>\n

as Trustee<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

[REVERSE SIDE OF NOTE]<\/p>\n

5.50% SENIOR NOTES DUE 2026 <\/strong><\/p>\n

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK
\nDEPOSITORY (NOMINEES) LIMITED, AS NOMINEE FOR THE BANK OF NEW YORK MELLON,
\nLONDON BRANCH, AS THE COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR
\nBANK S.A.\/N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCI 137T 137 ANONYME
\n<\/em>(“CLEARSTREAM”). THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
\nTHE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE
\nLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
\nEXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON
\nDEPOSITARY, BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR
\nANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH
\nNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.\n<\/p>\n

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
\nSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED
\nOR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
\nSTATES PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
\nREQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE
\nEXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL
\nTHE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS PART.<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nCOMMON DEPOSITARY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
\nEXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
\nCOMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE
\nCOMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
\nHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
\nREGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.<\/p>\n

Capitalized terms used herein have the meanings assigned to them in the
\nIndenture referred to below unless otherwise indicated.<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

INTEREST. Amgen Inc., a Delaware corporation (the
\n“Company<\/strong>“), promises to pay interest on the principal amount of
\nthis Note at 5.50% per annum from December 5, 2011 until maturity. The Company
\nwill pay interest in cash annually in arrears on December 7 of each year, or if
\nany such day is not a Business Day, on the next succeeding Business Day (each,
\nan “Interest Payment Date<\/strong>“). Interest on the Notes will accrue
\nfrom the most recent date to which interest has been paid or, if no interest has
\nbeen paid, from the date of issuance; provided<\/em> that the first Interest
\nPayment Date shall be December 7, 2012; provided further<\/em> that after
\nDecember 7, 2012, if there is no existing Default in the payment of interest,
\nand if this Note is authenticated between a record date referred to on the face
\nhereof and the next succeeding Interest Payment Date, interest shall accrue from
\nsuch next succeeding Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

METHOD OF PAYMENT. The Company will pay interest on the Notes (except
\ndefaulted interest) to the Persons who are registered Holders of Notes at the
\nclose of business on the day that is one Business Day prior to the next
\nsucceeding Interest Payment Date, even if such Notes are canceled after such
\nrecord date and on or before such Interest Payment Date, except as provided in
\nSection 2.13 of the Indenture with respect to defaulted interest. The Notes will
\nbe payable as to principal and interest at the specified office or agency of the
\nPaying Agent in the United Kingdom; provided<\/em> that payment by wire
\ntransfer of immediately available funds will be required with respect to
\nprincipal of and interest on all Global Securities registered in the name of or
\nheld by a nominee of Euroclear or Clearstream to the account specified by the
\nHolder or Holders thereof; provided<\/em>, further<\/em>, that if
\ncertificated Notes are issued, the Company, at its option, may make payments by
\ncheck mailed to the Holders at their addresses set forth in the register of
\nHolders. Such payment will be in Pounds Sterling.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, London
\nBranch, will act as Paying Agent and Registrar. The Company may change any
\nPaying Agent or Registrar without notice to any Holder. The Company or any of
\nits Subsidiaries may act in any such capacity.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

INDENTURE. The terms of the Notes include those stated in the Indenture dated
\nAugust 4, 2003, between the Company and the Trustee (the
\n“Indenture<\/strong>“), and those made part of the Indenture by the
\nOfficers’ Certificate dated December 5, 2011, delivered pursuant thereto (the
\n“Officers’ Certificate<\/strong>“) and the TIA. The Notes are subject to
\nall such terms, and the Holders are referred to the Indenture and the TIA for a
\nstatement of them.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

OPTIONAL REDEMPTION. At any time prior to maturity, the Company will have the
\noption to redeem all or a part of the Notes upon not less than 30 nor more than
\n60 days’ notice, at a redemption price equal to the sum of (1) 100% of the
\nprincipal amount of any Notes being redeemed plus accrued and unpaid interest
\nto, but not including, the redemption date, and (2) the Make-Whole Amount.
\nUnless the Company defaults in the payment of the redemption price, interest
\nwill cease to accrue on the Notes or portions thereof called for redemption on
\nthe applicable redemption date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

REDEMPTION UPON CHANGES IN WITHHOLDING TAXES. If (a) as a result of any
\nchange in, or amendment to, the laws (or any regulations or rulings promulgated
\nthereunder) of the United States (or any political subdivision or taxing
\nauthority thereof or therein having power to tax) (a “Relevant Taxing
\nJurisdiction<\/strong>“), or any change in, or amendment to, the official
\nposition regarding the application or interpretation of such laws, regulations
\nor rulings (including by virtue of a holding, judgment or order by a court of
\ncompetent jurisdiction or a change in published administrative practice), which
\nchange or amendment is announced on or after the date of the Offering Memorandum
\nrelated to the Notes, dated December 2, 2011 (the “Offering
\nMemorandum<\/strong>“), the Company becomes or will become obligated to pay
\nAdditional Amounts as described in Section 4.8 of the Indenture or (b) any act
\nis taken by a Relevant Taxing Jurisdiction on or after the date of the Offering
\nMemorandum, whether or not such act is taken with respect to the Company or any
\naffiliate, that results in a substantial probability that the Company will or
\nmay be required to pay such Additional Amounts, then the Company may, at its
\noption, redeem the Notes, as a whole but not in part, upon not less than 30<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

days’ nor more than 60 days’ published notice in accordance with Section 22
\nbelow, at 100% of their principal amount, together with interest accrued thereon
\nto the date fixed for redemption; provided<\/em> that the Company determines,
\nin its business judgment, that the obligation to pay such Additional Amounts
\ncannot be avoided by the use of reasonable measures available to the Company
\n(which does not include substitution of the obligor under the Notes). No
\nredemption pursuant to (a) or (b) above may be made unless the Company has
\nreceived an opinion of independent counsel to the effect that as a result of
\nsuch change or amendment the Company will, or that an act taken by a Relevant
\nTaxing Jurisdiction has resulted in a substantial probability that the Company
\nwill, or may, be required to pay the Additional Amounts described in Section 4.8
\nof the Indenture, and the Company shall have delivered to the Trustee a
\ncertificate, signed by a duly authorized officer, stating that based on such
\nopinion the Company is entitled to redeem the Notes pursuant to their terms.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days
\nbut not more than 60 days before the redemption date to each Holder whose Notes
\nare to be redeemed at its registered address, except that redemption notices may
\nbe mailed more than 60 days prior to a redemption date if the notice is issued
\nin connection with a defeasance of the Notes or a satisfaction or discharge of
\nthe Indenture. The Company will publish a notice of any redemption of Notes in
\naccordance with the provisions described under Section 22 below. The Company
\nwill inform the Irish Stock Exchange of the principal amount of the Notes that
\nhave not been redeemed in connection with any redemption. If fewer than all of
\nthe Notes are to be redeemed at any time, the Paying Agent will select the Notes
\nto be redeemed in accordance with the rules of the principal securities
\nexchange, if any, on which the Notes are listed at such time or, if the Notes
\nare not listed on a securities exchange, pro rata<\/em>, by lot;
\nprovided<\/em>, however<\/em>, that no such partial redemption shall
\nreduce the portion of the principal amount of a Note not redeemed to less than
\n 100,000. Notes in denominations larger than 100,000 may be redeemed in part
\nbut only in whole multiples of 1,000, unless all of the Notes held by a Holder
\nare to be redeemed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

MANDATORY REDEMPTION. Except as provided in Section 9 below, the Company is
\nnot required to make mandatory redemption or sinking fund payments with respect
\nto the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(9)<\/p>\n<\/td>\n

\n

CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control
\nTriggering Event, the Holders may require the Company to purchase for cash all
\nor a portion of their Notes at a purchase price equal to 101% of the principal
\namount of the notes, plus accrued and unpaid interest, if any, pursuant to the
\nprovisions of Section 9 of the Officers’ Certificate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(10)<\/p>\n<\/td>\n

\n

DEFEASANCE PRIOR TO MATURITY. The Indenture contains provisions for
\ndefeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants
\nand Events of Default with respect to the Notes, in each case upon compliance
\nwith certain conditions set forth therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(11)<\/p>\n<\/td>\n

\n

RESTRICTIVE COVENANTS. The Indenture and the Officers’ Certificate impose
\ncertain limitations on the Company and its Subsidiaries, including limitations
\non the Company’s and its Subsidiaries’ ability to create or incur certain Liens
\non any of their respective properties or assets and to enter into certain sale
\nand lease-back transactions and on the Company’s ability to engage in mergers or
\nconsolidations or the conveyance,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

transfer or lease of all or substantially all of its properties and assets.
\nThese limitations are subject to a number of important qualifications and
\nexceptions and reference is made to the Indenture and the Officers’ Certificate
\nfor a description thereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(12)<\/p>\n<\/td>\n

\n

DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
\ncoupons in denominations of 100,000 and integral multiples of 1,000. The
\ntransfer of Notes may be registered and Notes may be exchanged as provided in
\nthe Indenture. The Registrar and the Trustee may require a Holder, among other
\nthings, to furnish appropriate endorsements and transfer documents and the
\nCompany may require a Holder to pay any taxes and fees required by law or
\npermitted by the Indenture. The Company need not exchange or register the
\ntransfer of any Note or portion of a Note selected for redemption, except for
\nthe unredeemed portion of any Note being redeemed in part. Also, the Company
\nneed not exchange or register the transfer of any Notes for a period of 15 days
\nbefore a selection of Notes to be redeemed or during the period between a record
\ndate and the corresponding Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(13)<\/p>\n<\/td>\n

\n

PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
\nowner for all purposes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(14)<\/p>\n<\/td>\n

\n

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
\nIndenture or the Notes may be amended or supplemented with the consent of the
\nHolders of at least a majority in aggregate principal amount of the then
\noutstanding Notes voting as a single class, and any existing Default or Event or
\nDefault or compliance with any provision of the Indenture or the Notes may be
\nwaived with the consent of the Holders of a majority in aggregate principal
\namount of the then outstanding Notes voting as a single class. Without the
\nconsent of any Holder of a Note, the Indenture or the Notes may be amended or
\nsupplemented to cure any ambiguity, defect or inconsistency, to comply with
\nArticle V of the Indenture, to provide for uncertificated Notes in addition to
\nor in place of certificated Notes, to make any change that would not adversely
\naffect the rights under the Indenture of any such Holder, to provide for the
\nissuance of any additional notes as permitted by the Indenture, to appoint a
\nsuccessor trustee with respect to the notes and to add to or change any of the
\nprovisions of the Indenture necessary to provide for the administration of the
\ntrusts in the Indenture by more than one trustee, or to comply with the
\nrequirements of the SEC in order to effect or maintain the qualification of the
\nIndenture under the TIA. No amendment to cure any ambiguity, defect or
\ninconsistency in the Indenture made solely to conform the Indenture to the
\ndescription of notes contained in the Offering Memorandum will be deemed to
\nadversely affect the interests of the Holders of the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(15)<\/p>\n<\/td>\n

\n

DEFAULTS AND REMEDIES. If an Event of Default shall occur and be continuing,
\nthe principal of the Notes may be declared (or, in certain cases, shall ipso
\nfacto become) due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(16)<\/p>\n<\/td>\n

\n

TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in its
\nindividual or any other capacity, may deal with the Company or an Affiliate of
\nthe Company with the same rights it would have if it were not Trustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(17)<\/p>\n<\/td>\n

\n

NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder of
\nthe Company shall not have any liability for any obligations of the Company
\nunder the Notes or the Indenture or for any claim based on, in respect of, or by
\nreason of, such obligations or their creation. Each Holder by accepting a Note
\nwaives and releases all such liability. The waiver and release are part of the
\nconsideration for the issuance of the Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(18)<\/p>\n<\/td>\n

\n

AUTHENTICATION. This Note will not be valid until authenticated by the manual
\nsignature of the Trustee or an authenticating agent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(19)<\/p>\n<\/td>\n

\n

ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or
\nan assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
\nentireties), JT TEN (= joint tenants with right of survivorship and not as
\ntenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts to Minors
\nAct).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(20)<\/p>\n<\/td>\n

\n

COMMON CODES AND ISIN NUMBERS. The Company in issuing the Notes may use
\nCommon Codes and ISIN numbers (if then generally in use) and, if so, the Trustee
\nshall use Common Codes and ISIN numbers in notices of redemption as a
\nconvenience to Holders; provided<\/em>, however<\/em>, that any such
\nnotice may state that no representation is made as to the correctness of such
\nnumbers either as printed on the Notes or as contained in any notice of a
\nredemption and that reliance may be placed only on the other identification
\nnumbers printed on the Notes, and any such redemption shall not be affected by
\nany defect in or omission of such numbers. The Company will promptly notify the
\nTrustee and the Paying Agent of any change in the Common Code or ISIN numbers.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(21)<\/p>\n<\/td>\n

\n

PRESCRIPTION. Claims against the Company for the payment of principal or
\nAdditional Amounts, if any, on the Notes will be prescribed for ten years after
\nthe applicable due date for payment thereof. Claims against the Company for the
\npayment of interest on the Notes will be prescribed for five years after the
\napplicable due date for payment of interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(22)<\/p>\n<\/td>\n

\n

NOTICES. All notices to the Holders of Notes shall be valid if published in a
\nmanner which complies with the rules and regulations of the Irish Stock Exchange
\nor any other relevant authority on which the Notes are for the time being listed
\nand so long as the Notes are listed on the Irish Stock Exchange and the
\nguidelines of the Irish Stock Exchange so require, filed with the Companies
\nAnnouncement Office of the Irish Stock Exchange. Any such notice will be deemed
\nto have been given on the date of the first publication or, where required to be
\npublished in more than one newspaper, on the date of the first publication in
\nall required newspapers. If publication as provided above is not practicable,
\nnotice will be given in such other manner, and shall be deemed to have been
\ngiven on such date, as the Trustee may approve. Notwithstanding any provision to
\nthe contrary, while the Notes are represented by Global Notes, any notice to the
\nHolders of Notes will be validly given if such notice is delivered to Euroclear
\nand\/or Clearstream. Any notice delivered to Euroclear and\/or Clearstream will be
\ndeemed to be given on the day of delivery.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(23)<\/p>\n<\/td>\n

\n

GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
\nUSED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE
\nPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
\nANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company will furnish to any Holder upon written request and without
\ncharge a copy of the Indenture and\/or the Officers’ Certificate.<\/p>\n

\n

Requests may be made to: <\/em><\/strong><\/p>\n

Amgen Inc.<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320-1799<\/p>\n

Attention: Investor Relations<\/p>\n

\n

ASSIGNMENT FORM <\/strong><\/p>\n

To assign this Note, fill in the form below:<\/p>\n

(I) or (we) assign and transfer this Note to:<\/p>\n

(Insert assignee’s legal name)<\/p>\n

(Insert assignee’s soc. sec. or tax I.D. no.)<\/p>\n

(Print or type assignee’s name, address and zip code)<\/p>\n

and irrevocably appoint to transfer this Note on the books of the Company.
\nThe agent may substitute another to act for him.<\/p>\n

Date:<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

(Sign exactly as your name appears on the face of this Note)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee*:<\/p>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

Participant in a recognized Signature Guarantee Medallion Program (or other
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