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CVS Caremark Corporation (CVS)
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CVS » Topics » . With Consent of Holders of Debt Securities.

This excerpt taken from the CVS 8-K filed Aug 15, 2006.
. With Consent of Holders of Debt Securities. The Company and the Trustee may amend or supplement this Indenture, the Debt Securities of any series or any amended or supplemental Indenture with the written consent of the Holders of Debt Securities of at least a majority in aggregate principal amount of the Debt Securities of such series then outstanding, and any existing Default and its consequences or compliance with any provision of this Indenture or the Debt Securities of such series may be waived with the consent of the Holders of a majority in principal amount of the Debt Securities of such series then outstanding. However, without the consent of each Holder of a Debt Security of such series affected, any amendment, supplement or waiver may not:

     (i) extend the Stated Maturity of the principal of, or any installment of interest on, such Holder’s Debt Securities, or reduce the principal thereof or the rate of interest thereon, or any premium payable with respect thereto, or change any place or currency of payment where any Debt Security of such series or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor;

     (ii) reduce the percentage in principal amount of outstanding Debt Securities of such series the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture;

     (iii) waive a Default in the payment of principal of or interest on any Debt Security of such Holder; or

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     (iv) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Debt Security of such series thereunder affected thereby.

     Upon the request of the Company accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory with the Trustee of the consent of the Holders of Debt Securities of such series as aforesaid and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Debt Securities of such series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Debt Securities of such series affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

     The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by an Holder be cancelled and of no further effect.

     Section 9.03

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