EXHIBIT 4.5


 


RESALE
REGISTRATION RIGHTS AGREEMENT


 


Resale Registration Rights Agreement (this “Agreement”),
dated                            ,
between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation
(together with any successor entity, the “Issuer”), and                           (the
“Investor”).


 


Pursuant to the Exchange Agreement, dated                        ,
between the Issuer and the Investor (the “Exchange Agreement”), the Issuer has
agreed to issue                   restricted
shares (the “Shares”) of common stock, par value $0.01 per share, of the Issuer
(the “Common Stock”) to Investor in exchange for $                 principal
amount of 5 3¤4%
Convertible Senior Subordinated Notes due 2011. In connection with the
exchange, the Issuer has agreed to provide the registration rights set forth in
this Agreement.


 


The parties hereby agree as follows:


 


1.             DEFINITIONS.  As used in this Agreement, the following
capitalized terms shall have the following meanings:


 


AGREEMENT: As defined in the preamble hereto.


 


BUSINESS DAY: A day other than a Saturday or
Sunday or any federal holiday in the United States.


 


COMMISSION: Securities and Exchange
Commission.


 


COMMON STOCK: As defined in the preamble
hereto.


 


EFFECTIVENESS PERIOD: As defined in Section 2(ii) hereof.


 


EXCHANGE ACT: Securities Exchange Act of
1934, as amended.


 


ISSUER: As defined in the preamble hereto.


 


PERSON: An individual, partnership,
corporation, unincorporated organization, trust, joint venture or a government
or agency or political subdivision thereof.


 


PROSPECTUS: The prospectus included in a
Shelf Registration Statement, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.


 


SECURITIES ACT: Securities Act of 1933, as
amended.


 


SHELF REGISTRATION STATEMENT: As defined in Section 2(i) hereof.


 


SUSPENSION PERIOD: As defined in Section 4(b)(i) hereof.


 


TRANSFER RESTRICTED SECURITIES: Each Share
until the earlier of:


 


(i)            the date on which such
Share has been effectively registered under the Securities Act and disposed of
in accordance with the Shelf Registration Statement;


 


(ii)           the earlier of (i) the
date on which such Share is transferred in compliance with Rule 144 under
the Securities Act or may be sold or transferred pursuant to Rule 144(k)
under the Securities Act (or any other similar provision then in force) or (ii)                     ; or


 


(iii)          the date on which such
Share ceases to be outstanding (whether as a result of redemption, repurchase
and cancellation, conversion or otherwise).


 





















 


2.             SHELF
REGISTRATION.


 


The Issuer shall:


 


(i)            not later than                         ,
cause to be filed an automatic shelf registration statement, as defined in Rule 405
under the Securities Act (the “Shelf Registration Statement”), which Shelf
Registration Statement shall, among other things, provide for resales of all
Transfer Restricted Securities held by the Investor (it being understood that
the Shelf Registration Statement may include other securities of the Issuer
with respect to registration rights have been granted in connection with other
exchanges);


 


(ii)           use its best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 3(b) hereof to the
extent necessary to ensure that (A) it is available for resales by the
Investor of Transfer Restricted Securities entitled to the benefit of this
Agreement and (B) conforms with the requirements of this Agreement and the
Securities Act and the rules and regulations of the Commission promulgated
thereunder as announced from time to time for a period (the “Effectiveness
Period”) of:


 


(1)           up to                        ;
or


 


(2)           such shorter period
that will terminate when (X) the Investor is able to sell all Transfer
Restricted Securities immediately without restriction pursuant to Rule 144(k)
under the Securities Act or any successor rule thereto, (Y) when all
Transfer Restricted Securities have ceased to be outstanding (whether as a
result of repurchase and cancellation or otherwise) or (Z) all Transfer
Restricted Securities registered under the Shelf Registration Statement have
been sold.


 


3.             REGISTRATION
PROCEDURES.


 


(a)           In connection with the
Shelf Registration Statement, the Issuer shall comply with all the provisions
of Section 3(b) hereof and shall use its commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto, shall as expeditiously
as possible prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.


 


(b)           In connection with the
Shelf Registration Statement and any Prospectus required by this Agreement to
permit the sale or resale of Transfer Restricted Securities, the Issuer shall:


 


(i)            Subject to any notice
by the Issuer in accordance with this Section 3(b) of the existence
of any fact or event of the kind described in Section 4(b)(iii)(D), use
its commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective during the Effectiveness Period. Upon the occurrence of
any event that would cause the Shelf Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not
be effective and usable for resale of Transfer Restricted Securities during the
Effectiveness Period, the Issuer shall file promptly an appropriate amendment
to the Shelf Registration Statement or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in
the case of clause (A), correcting any such misstatement or omission, and,
in the case of either clause (A) or (B), use its commercially
reasonable efforts to cause any such amendment to be declared effective and the
Shelf Registration Statement and the related Prospectus to become usable for
their intended purposes as soon as practicable thereafter. Notwithstanding the
foregoing, the Issuer may suspend the effectiveness of the Shelf Registration
Statement by written notice to the Investor for a period not to exceed an aggregate
of 45 days in any 90-day period (each such period, a “Suspension Period”)
if:


 


(x)            an event occurs and is
continuing as a result of which the Shelf Registration Statement would, in the
Issuer’s reasonable judgment, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and


 


(y)           the Issuer reasonably
determines that the disclosure of such event at such time would have a material
adverse effect on the business of the Issuer (and its subsidiaries, if any,
taken as a whole);


 


PROVIDED that in the event the disclosure relates to a previously
undisclosed proposed or pending material business transaction, the disclosure
of which would impede the Issuer’s ability to consummate such transaction, the
Issuer may extend a Suspension Period from 45 days to 60 days;
PROVIDED, HOWEVER, that Suspension Periods shall not exceed an aggregate of
90 days in any 360-day period.


 


(ii)           Prepare and file with
the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement effective during the Effectiveness Period; cause the Prospectus to be



 


2





















 


supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act,
and to comply fully with the applicable provisions of Rules 424, 430A and
430B under the Securities Act in a timely manner; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in the Shelf Registration Statement or Prospectus
supplement.


 


(iii)          Advise the Investor
promptly:


 


(A)          with respect to the
Shelf Registration Statement or any post-effective amendment thereto, when the
same has become effective, and when the Prospectus or any Prospectus supplement
or post-effective amendment has been filed,


 


(B)           of any request by the
Commission for amendments to the Shelf Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto,


 


(C)           of the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, or


 


(D)          of the existence of any
fact or the happening of any event, during the Effectiveness Period, that makes
any statement of a material fact made in the Shelf Registration Statement or
the Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Shelf Registration Statement or the Prospectus
in order to make the statements therein not misleading.


 


If at any time the Commission shall issue any
stop order suspending the effectiveness of the Shelf Registration Statement, or
any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or Blue Sky laws, the
Issuer shall use its commercially reasonable efforts to obtain the withdrawal
or lifting of such order at the earliest possible time.


 


(iv)          Furnish to the Investor,
at least two Business Days before filing with the Commission, a copy of the
Shelf Registration Statement and copies of any Prospectus included therein or
any amendments or supplements to the Shelf Registration Statement or Prospectus
(other than documents incorporated by reference after the initial filing of the
Shelf Registration Statement).


 


(v)           Make available at
reasonable times for inspection by the Investor and any attorney or accountant
retained by the Investor, all financial and other records, pertinent corporate
documents and properties of the Issuer as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and
cause the Issuer’s officers, directors, managers and employees to supply all
information reasonably requested by any such representative or representatives
of the Investor, attorney or accountant in connection with the Shelf
Registration Statement after the filing thereof and before its effectiveness;
PROVIDED, HOWEVER, that any information designated by the Issuer as
confidential at the time of delivery of such information shall be kept
confidential by the recipient thereof.


 


(vi)          If requested by the
Investor, promptly incorporate in the Shelf Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as the Investor may reasonably request to have included therein,
including, without limitation: (1) information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, and (2) any other
terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as reasonably practicable after the Issuer is
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment. Notwithstanding the foregoing, following the
effective date of the Shelf Registration Statement, the Issuer shall not be
required to file more than one such supplement or post-effective amendment to
reflect changes in the amount of Transfer Restricted Securities held by the
Investor at the request of such Investor in any 30-day period.


 


(vii)         Furnish to the Investor
without charge, at least one copy of the Shelf Registration Statement, as first
filed with the Commission, and of each amendment thereto (and any documents
incorporated by reference therein or exhibits thereto (or exhibits incorporated
in such exhibits by reference) as the Investor may request).


 


(viii)        Deliver to the Investor,
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as the Investor reasonably
may request; subject to any notice by the Issuer in accordance with this Section 3(b) of
the existence of any fact or event of the kind described in Section 3(b)(iii)(D),
the Issuer hereby consents to the use of the Prospectus and any amendment or
supplement thereto by the Investor, in connection with the offering and the
sale of the Transfer Restricted Securities covered by the Prospectus or any
amendment or supplement thereto.


 


3





















 


(ix)           Cooperate with the
Investor to facilitate the timely preparation and d2elivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends (unless required by applicable securities laws); and enable
such Transfer Restricted Securities to be in such denominations and registered
in such names as the Investor may request at least two Business Days before any
sale of Transfer Restricted Securities made by the Investor.


 


(x)            Use its commercially
reasonable efforts to cause the Transfer Restricted Securities covered by the
Shelf Registration Statement to be registered with or approved by such other
U.S. governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities.


 


(xi)           Subject to Section 3(b)(i) hereof,
if any fact or event contemplated by Section 3(b)(iii)(D) hereof
shall exist or have occurred, use its reasonable commercially reasonable
efforts to prepare a supplement or post-effective amendment to the Shelf
Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.


 


(xii)          Provide CUSIP numbers
for all Transfer Restricted Securities not later than the effective date of the
Shelf Registration Statement.


 


(xiii)         Otherwise use its
commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission and all reporting requirements under the rules and
regulations of the Exchange Act.


 


(c)           The Investor agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice
from the Issuer of the existence of any fact of the kind described in Section 3(b)(iii)(D) hereof,
the Investor will discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, and hold the content of such
notice from the Issuer in confidence, until:


 


(i)            the Investor has
received copies of the supplemented or amended Prospectus contemplated by Section 3(b)(viii) hereof;
or


 


(ii)           the Investor is advised
in writing by the Issuer that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus.


 


If so directed by the Issuer, the Investor
will deliver to the Issuer all copies, other than permanent file copies then in
the Investor’s possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of
suspension.


 


(d)           (1) The Investor
shall furnish to the Issuer in writing such information regarding the Investor
and the proposed distribution by the Investor of its Transfer Restricted
Securities as the Issuer may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. The Investor shall promptly furnish to the Issuer in writing such
other information as the Issuer may from time to time reasonably request in
writing. The Investor agrees to furnish promptly to the Issuer all information
required to be disclosed in order to make information previously furnished to
the Issuer by the Investor not materially misleading. The Issuer shall take
action so that the Investor is permitted to deliver the Prospectus forming a
part thereof as of such time to purchasers of the Investor’s Transfer
Restricted Securities in accordance with applicable law.


 


4.             REGISTRATION
EXPENSES.


 


(a)           All expenses incident
to the Issuer’s performance of or compliance with this Agreement shall be borne
by the Issuer regardless of whether a Shelf Registration Statement becomes
effective, including, without limitation:


 


(i)            all registration and
filing fees and expenses;


 


(ii)           all fees and expenses
of compliance with federal securities and state Blue Sky or securities laws;


 


(iii)          all expenses of printing
(including printing of Prospectuses, messenger and delivery services and
telephone;


 


(iv)          all fees and
disbursements of counsel to the Issuer;


 


(v)           all application and
filing fees in connection with listing (or authorizing for quotation) the
Common Stock on a national securities exchange or automated quotation system
pursuant to the requirements hereof; and


 


4





















 


(vi)          all fees and
disbursements of independent certified public accountants of the Issuer
(including the expenses of any special audit and comfort letters required by or
incident to such performance).


 


The Issuer shall bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal, accounting or other duties), the expenses of any
annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuer.


 


5.             INDEMNIFICATION
AND CONTRIBUTION.


 


(a)           The Issuer agrees to
indemnify and hold harmless the Investor and each Person, if any, who controls
the Investor within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in any Shelf
Registration Statement (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Issuer by the Investor expressly for use in a Shelf Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto).


 


(b)           The Investor agrees to
indemnify and hold harmless the Issuer, and each Person, if any, who controls
the Issuer, within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in any Shelf Registration
Statement (or any amendment or supplement thereto) or any Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information with respect to the Investor furnished to the Issuer by the
Investor expressly for use in the Shelf Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto);
PROVIDED, HOWEVER, that the Investor shall not be liable for any claims hereunder
in excess of the amount of net proceeds received by the Investor from the sale
of Transfer Restricted Securities pursuant to such Shelf Registration
Statement.


 


(c)           Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action or proceeding commenced against it in respect of which
indemnity may be sought hereunder, but failure so to notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action; PROVIDED, HOWEVER, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances.


 


For purposes of this Section 5, each
Person, if any, who controls the Investor within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the
same rights to contribution as the Investor, and each director of the Issuer,
and each Person, if any, who controls the Issuer within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the
same rights to contribution as the Issuer.


 


6.             MISCELLANEOUS.


 


(a)           NO INCONSISTENT
AGREEMENTS. The Issuer will not, on or after the date of this Agreement, enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the Investor in this Agreement or otherwise conflicts with
the provisions hereof.


 


(b)           AMENDMENTS AND WAIVERS.
This Agreement may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given, unless
the Issuer has obtained the written consent of the Investor.


 


5





















 


(c)           NOTICES. All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier, or air courier guaranteeing overnight
delivery:


 


(i)            if to the Investor:


 


(ii)           if to the Issuer:


 


Vertex Pharmaceuticals Incorporated 130
Waverly Street Cambridge, Massachusetts 02139 Attention: Investor
Relations/General Counsel


 


With a copy to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.


One Financial Center Boston, Massachusetts
02111


Attention: Michael Fantozzi, Esq.


 


All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.


 


(d)           SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, PROVIDED, HOWEVER, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of
the Investor unless and to the extent such successor or assign acquired
Transfer Restricted Securities from the Investor. If any transferee of the
Investor shall acquire Transfer Restricted Securities, in any manner, whether
by operation of law or otherwise, such Transfer Restricted Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement.


 


(e)           COUNTERPARTS. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(f)            HEADINGS. The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(g)           GOVERNING LAW. This
Agreement shall be governed by, and construed in accordance with, the law of
the Commonwealth of Massachusetts, without regard to conflict of laws
principles thereof.


 


(h)           SEVERABILITY. If any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.


 


(i)            ENTIRE AGREEMENT. This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Issuer with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


6





















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


	
   

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua S. Boger

  	
   

  
	
   

  	
   

  	
  Name: Joshua S Boger

  
	
   

  	
   

  	
  Title: Chairman, President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


7





















 


Schedule of
Stockholders Signing this Form of Resale Registration Rights Agreement


 


	
  Name

  	
   

  	
  Agreement
  and 

  Exchange 

  Agreement 

  Date (2005)

  	
   

  	
  Shares

  	
   

  	
  Notes

  	
   

  	
  Registration
  

  Statement 

  Effective Date 

  (2005)

  	
   

  	
  Registration
  

  Statement 

  Termination 

  Date

  	
   

  	
  Address

  	
   

  
	
  Salomon Brothers
  Capital and Income Fund Inc.

  	
   

  	
  November 28

  	
   

  	
  63,900

  	
   

  	
  900,000

  	
   

  	
  December 8

  	
   

  	
  September 17, 2006

  	
   

  	
  Salomon Brothers Capital and Income Fund Inc. 

  c/o Citigroup Asset Management 

  300 First Stamford Place, 4th Floor 

  Stamford, CT 06902 

  Attention: Thomas C. Mandia, 

  Assistant Secretary 

  Fax: 203-890-7068

  	
   

  
	
  Smith Barney
  Income Funds—SB Capital and Income Fund

  	
   

  	
  November 28

  	
   

  	
  284,000

  	
   

  	
  4,000,000

  	
   

  	
  December 8

  	
   

  	
  September 17, 2006

  	
   

  	
  Smith Barney Income Funds—SB Capital and Income Fund 

  c/o Citigroup Asset Management 

  300 First Stamford Place, 4th Floor 

  Stamford, CT 06902 

  Attention: Thomas C. Mandia, 

  Assistant Secretary 

  Fax: 203-890-7068

  	
   

  
	
  Delaware Street
  Capital Master Fund, L.P.

  	
   

  	
  November 28

  	
   

  	
  213,000

  	
   

  	
  3,000,000

  	
   

  	
  December 8

  	
   

  	
  September 17, 2006

  	
   

  	
  Delaware Street Capital Master Fund, L.P. 

  c/o DSC Advisors, L.P. 

  Attn: Zachary Kempton, Financial Controller 

  900 N. Michigan Avenue, Suite 1900 

  Chicago, IL 60611

  	
   

  
	
  Pioneer High
  Yield Fund

  	
   

  	
  November 28

  	
   

  	
  4,029,747

  	
   

  	
  56,757,000

  	
   

  	
  December 8

  	
   

  	
  December 1, 2007

  	
   

  	
  c/o Pioneer Investment Management, Inc. 

  60 State Street 

  Boston, Massachusetts 02109 

  Attention: General Counsel 

  Fax: 617-422-4223

  	
   

  
	
  Pioneer High
  Yield VCT Portfolio

  	
   

  	
  November 28

  	
   

  	
  28,400

  	
   

  	
  400,000

  	
   

  	
  December 8

  	
   

  	
  December 1, 2007

  	
   

  	
  c/o Pioneer Investment Management, Inc. 

  60 State Street 

  Boston, Massachusetts 02109 

  Attention: General Counsel 

  Fax: 617-422-4223

  	
   

  
	
  Pioneer U.S. High
  Yield Corporate Bond

  	
   

  	
  November 28

  	
   

  	
  136,320

  	
   

  	
  1,920,000

  	
   

  	
  December 8

  	
   

  	
  December 1, 2007

  	
   

  	
  c/o Pioneer Investment Management, Inc. 

  60 State Street Boston, Massachusetts 02109 

  Attention: General Counsel 

  Fax: 617-422-4223

  	
   

  
	
  UBS Securities
  LLC

  	
   

  	
  November 28

  	
   

  	
  394,263

  	
   

  	
  5,553,000

  	
   

  	
  December 8

  	
   

  	
  September 17, 2006

  	
   

  	
  UBS Securities LLC Convertible Bond Desk, 6th Floor
 677 Washington Blvd. 

  Stamford, CT 06901 

  Attention: Alfonso Pineres

  	
   

  
	
  Wolverine
  Convertible Arbitrage Fund Limited

  	
   

  	
  December 13

  	
   

  	
  106,500

  	
   

  	
  1,500,00

  	
   

  	
  December 29

  	
   

  	
  September 17, 2006

  	
   

  	
  c/o Wolverine Asset Management, LLC 

  175 West Jackson, Suite 200 

  Chicago, IL 60604 

  Facsimile: 312-884-3831

  	
   

  
	
  Quattro Fund,
  Ltd., Quattro Multi-Strategy Master Fund, LP, and Institutional Benchmark
  Series (Master Feeder) Limited in Respect of Electra Series

  	
   

  	
  December 20

  	
   

  	
  426,000

  	
   

  	
  6,000,000

  	
   

  	
  January 6, 2006

  	
   

  	
  September 17, 2006

  	
   

  	
  Quattro Global Capital, LLC 

  546 Fifth Avenue 

  Nineteenth Floor 

  New York, NY 10036 

  Facsimile: 212-201-8778

  	
   

  



 


8