Item 1.01. Entry into a Material Definitive Agreement.

On December 12, 2019, we entered into a second amended and restated revolving credit agreement with Citibank, N.A., as administrative agent ("Citibank"), JPMorgan Chase Bank, N.A., as syndication agent, and the other banks party thereto, for a total commitment of $2.5 billion. Financing under the revolving credit agreement is available for general corporate purposes, including as a liquidity backstop to our commercial paper program. The commitments under the revolving credit agreement may be increased by up to $750 million in the aggregate upon our request at the discretion of the banks and subject to certain customary requirements. The commitments of each bank under the revolving credit agreement have an initial term of five years and may be extended for up to two additional one year periods upon our request at the discretion of the respective bank, subject to certain customary requirements. The revolving credit agreement amends and restates our existing revolving credit agreement dated as of July 30, 2014.

Advances under the revolving credit agreement will bear interest at an annual rate of, at our option, either (i) the applicable LIBOR rate (or EURIBOR rate for certain advances denominated in Euros) plus between 0.700% and 1.125%, depending on the rating of our senior long-term unsecured debt or (ii) the highest of (A) Citibank's base commercial lending rate, (B) the overnight federal funds rate plus 0.50% and (C) one month LIBOR plus 1.00%, plus between 0.000% and 0.125%, depending on the rating of our senior long-term unsecured debt. The revolving credit agreement contains provisions relating to the determination of successor rates to address the possible phase-out or unavailability of designated reference rates under the revolving credit agreement. We have also agreed to pay a fee for committed funds under the revolving credit agreement, whether used or unused, of between 0.05% and 0.125% per annum depending on the rating of our senior long-term unsecured debt. The revolving credit agreement includes a $300 million sub-limit for issuances of letters of credit.

The revolving credit agreement contains customary affirmative and negative covenants, including limitations on mergers, consolidations and sales of assets; limitations on liens and sales and leasebacks; limitations on transactions with affiliates and limitations on subsidiary indebtedness. In addition, the revolving credit agreement requires maintenance of a minimum consolidated interest coverage ratio of EBITDA to total interest expense, each on a consolidated basis.

The description of the revolving credit agreement above does not purport to be complete and is qualified in its entirety by reference to the revolving credit agreement, which is filed as Exhibit 10.1 to this report.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.      Document Description

10.1               Second Amended and Restated Credit Agreement, dated as of
                 December 12, 2019, among Amgen Inc., the Banks therein named,
                 Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank,
                 N.A., as Syndication Agent.

104              Cover Page Interactive File (the cover page tags are embedded within
                 the Inline XBRL document).

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