First Supplemental Indenture (2008)Full Document 

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BIOGEN IDEC INC.,
as Issuer
and
The Bank of New York Trust Company, N.A.,
as Trustee
First Supplemental Indenture
Dated as of March 4, 2008

 


 

TABLE OF CONTENTS
         
    Page  
 
       
ARTICLE I. DEFINITIONS
    1  
 
SECTION 1.1. Certain Terms Defined in the Indenture
    1  
 
SECTION 1.2. Definitions
    2  
 
       
ARTICLE II. FORM AND TERMS OF THE NOTES
    5  
 
SECTION 2.1. Form and Dating
    5  
 
SECTION 2.2. Terms of the Notes
    7  
 
SECTION 2.3. Optional Redemption
    10  
 
SECTION 2.4. Repurchase of Notes Upon a Change of Control
    10  
 
SECTION 2.5. Limitation on Liens
    11  
 
SECTION 2.6. Limitation on Sale and Leaseback Transactions
    12  
 
SECTION 2.7. Exempted Liens and Sale and Leaseback Transactions
    13  
 
SECTION 2.8. SEC Reports
    13  
 
       
 
ARTICLE III. MISCELLANEOUS
    13  
 
SECTION 3.1. Trust Indenture Act Controls
    13  
 
SECTION 3.2. Governing Law
    13  
 
SECTION 3.3. Multiple Counterparts
    14  
 
SECTION 3.4. Severability
    14  
 
SECTION 3.5. Ratification
    14  
 
SECTION 3.6. Effectiveness
    14  
 
       
EXHIBIT A— Form of 6.000% Senior Note due 2013
    A-1  
EXHIBIT B— Form of 6.875% Senior Note due 2018
    B-1  

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FIRST SUPPLEMENTAL INDENTURE
     SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 4, 2008, between BIOGEN IDEC INC., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, a national association, as Trustee (the “Trustee”).
RECITALS OF THE COMPANY
     WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of February 26, 2008 (the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;
     WHEREAS, the issuance and sale of $450,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 6.000% Senior Notes due March 1, 2013 (the “Notes due 2013”) and $550,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 6.875% Senior Notes due March 1, 2018 (the “Notes due 2018”, and together with the Notes due 2013, the “Notes”) have been authorized by resolutions adopted by the Board of Directors of the Company;
     WHEREAS, the Company desires to issue and sell $1,000,000,000 aggregate principal amount of the Notes on the date hereof;
     WHEREAS, Sections 2.2 and 8.1 of the Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture to provide for the issuance of and to establish the form or terms and conditions of Securities of any Series as permitted by the Indenture;
     WHEREAS, the Company desires to establish the form, terms and conditions of the Notes; and
     WHEREAS, all things necessary to make this First Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;
     NOW, THEREFORE, for and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the parties hereto hereby enter into this First Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I.
DEFINITIONS
     SECTION 1.1. Certain Terms Defined in the Indenture.
     For purposes of this Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended hereby.

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