Termination of Replacement Capital Covenant by CVS Caremark Corporation

Summary

CVS Caremark Corporation formally ends its Replacement Capital Covenant, originally granted in 2007 to holders of its 6.125% Senior Notes due 2016. The termination follows a consent process in which a majority of noteholders agreed in writing to end the covenant and the company's related obligations. As of August 22, 2011, the covenant is no longer in effect and CVS Caremark has no further obligations under it.

EX-4.1 2 dp25863_ex4-1.htm EXHIBIT 4-1

Exhibit 4.1

TERMINATION OF THE REPLACEMENT CAPITAL COVENANT

TERMINATION OF THE REPLACEMENT CAPITAL COVENANT, dated as of August 22, 2011 (this “Termination”), by CVS Caremark Corporation, a Delaware corporation (the “Company”).

WHEREAS, on May 25, 2007, the Company granted a Replacement Capital Covenant (the “Covenant”) in favor of certain holders of the Company’s Covered Debt (as defined in the Covenant), which at all times during the effectiveness of the Covenant have been the holders of the Company’s 6.125% Senior Notes due August 15, 2016 (the “Notes”);

WHEREAS, pursuant to Section 4(a) of the Covenant, the Covenant may be terminated if the holders of a majority in aggregate principal amount of the Notes consent or agree in writing to the termination of the Covenant and the obligations of the Company thereunder;

WHEREAS, on August 9, 2011, the Company commenced a solicitation of consents (“Consent Solicitation”) from the holders of the Notes of record at 5:00 p.m. New York City time on August 8, 2011 to the proposed termination of the Covenant; and

WHEREAS, pursuant to the Consent Solicitation, as of 5:00 p.m. New York City time on August 22, 2011, the expiration date for the Consent Solicitation, holders of a majority in aggregate principal amount of the Notes validly delivered, and did not validly revoke, their consent to the termination of the Covenant.

NOW, THEREFORE, the Company hereby terminates the Covenant and the obligations of the Company thereunder, which shall be of no further force or effect.

IN WITNESS WHEREOF, the Company has caused this Termination to be executed by its duly authorized officer, as of the day and year first above written.

	CVS CAREMARK CORPORATION


	By:	/s/ Carol A. DeNale
	Name: Carol A. DeNale
	Title:Senior Vice President and Treasurer