This excerpt taken from the CVS 8-K filed Aug 15, 2006.
Treasury Yield means, with respect to any redemption date applicable to the Debt Securities, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
(f) Notice of Redemption
Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Debt Securities to be redeemed at its registered address. Debt Securities in denominations larger than $1,000 may
be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Debt Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Debt Securities (or such portions thereof) called for redemption.
(g) Denominations; Transfer; Exchange
The Debt Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. Holders of Debt Securities may transfer or exchange Debt Securities in accordance with the Indenture. The Registrar may require a Holder of a Debt Security, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Debt Security selected for redemption (except, in the case of a Debt Security to be redeemed in part, the portion of the Debt Security not to be redeemed) or any Debt Securities for a period of 15 days before a selection of Debt Securities to be redeemed or 15 days before an interest payment date.
(h) Persons Deemed Owners
The registered Holder of this Debt Security may be treated as the sole owner of such Debt Security for all purposes.
(i) Unclaimed Money
Subject to applicable abandoned property law, if money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee or Paying Agent for payment.
(j) Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Debt Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Debt Securities to redemption or maturity, as the case may be.
(k) Amendment; Waiver
Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Debt Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Debt Securities; and (ii) any default or compliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the Debt Securities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Debt Security, the Company and the Trustee may amend the Indenture or the Debt Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture or that does not materially and adversely affect the rights of any Holder of a Debt Security or to comply with requirements of the SEC in connection with the qualification of the Indenture under the TIA.
(l) Defaults and Remedies
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debt Securities may declare all the Debt Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Debt Securities being due and payable immediately upon the occurrence of such Events of Default.
Holders of Debt Securities may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Debt Securities notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the Holders of Debt Securities.
(m) Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
(n) No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Debt Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations. By accepting a Debt Security, each Holder of a Debt Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Debt Securities.
This Debt Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the face of this Debt Security.
Customary abbreviations may be used in the name of a Holder of a Debt Security or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
(q) Governing Law
This Security shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
(r) CUSIP Numbers
Pursuant to the recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Debt Securities and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Debt Securities. No representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
The Company will furnish to any Holder of a Debt Security upon written request and without charge to such Holder of a Debt Security a copy of the Indenture. Requests may be made to:
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
To assign this Debt Security, complete the form
I or we assign and transfer this Debt Security to:
[Print or type assignees name, address and zip code]
[Insert assignees soc. sec. or tax I.D. No.]
Sign exactly as your name appears on the face of this Debt Security.