CVS » Topics » . Replacement of Trustee.

This excerpt taken from the CVS 8-K filed Aug 15, 2006.
. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

     The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Company in writing. The Holders of Debt Securities of not less than a majority in principal amount of the Debt Securities of any series then

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outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company shall remove the Trustee if:

    (i)   the Trustee fails to comply with Section 7.10;
         
    (ii)   the Trustee is adjudged bankrupt or insolvent;
         
    (iii)   a Custodian or other public officer takes charge of the Trustee or its property; or
         
    (iv)   the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Debt Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of Debt Securities of at least 10% in principal amount of the then outstanding Debt Securities of any series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee after written request by any Holder of a Debt Security who has been a Holder of a Debt Security for at least six months fails to comply with Section 7.10, such Holder of a Debt Security may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     Any successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all of the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Debt Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

     Section 7.09

". Replacement of Trustee." elsewhere:

Amgen (AMGN)
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