CVS CORPORATION GLOBAL AMENDMENT TO CREDIT AGREEMENTS

 

 

 

GLOBAL AMENDMENT (this “Amendment”), dated as of March 15, 2007, to the following Credit Agreements:

(i) Five Year Credit Agreement, dated as of June 11, 2004, by and among CVS Corporation (the “Borrower”), the lenders party thereto, Bank of America, N.A., Credit Suisse First Boston, and Wachovia Securities, Inc., as co-syndication agents, ABN AMRO Bank N.V., as documentation agent, and The Bank of New York, as administrative agent (the “2004 Five Year Credit Agreement”);

(ii) Five Year Credit Agreement, dated as of June 3, 2005, by and among the Borrower, the lenders party thereto, Bank of America, N.A., Credit Suisse First Boston, and Wachovia Bank, National Association, as co-syndication agents, SunTrust Bank, as documentation agent, and The Bank of New York, as administrative agent (the “2005 Five Year Credit Agreement”);

(iii) Five Year Credit Agreement, dated as of May 12, 2006, by and among the Borrower, the lenders party thereto, Bank of America, N.A., Lehman Brothers Inc. and Wachovia Bank, National Association, as co-syndication agents, KeyBank National Association, as documentation agent, and The Bank of New York, as administrative agent (the “2006 Five Year Credit Agreement”);

(iv) Five Year Credit Agreement, dated as of March 12, 2007, by and among the Borrower, the lenders party thereto, Lehman Commercial Paper Inc. and Wachovia Bank, National Association, as co-syndication agents, Morgan Stanley Senior Funding, Inc., as documentation agent, and The Bank of New York, as administrative agent (the “2007 Five Year Credit Agreement”); and

(v) 364 Day Credit Agreement, dated as of March 12, 2007, by and among the Borrower, the lenders party thereto, Lehman Commercial Paper Inc. and Wachovia Bank, National Association, as co-syndication agents, and The Bank of New York, as administrative agent (the “2007 364 Day Credit Agreement” and, together with the 2004 Five Year Credit Agreement, the 2005 Five Year Credit Agreement, the 2006 Five Year Credit Agreement and the 2007 Five Year Credit Agreement, the “Credit Agreements”; each a “Credit Agreement”).

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings set forth in the applicable Credit Agreements.

 

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby

 

acknowledged, and pursuant to Section 11.1 of each of the Credit Agreements, the parties hereto hereby agree as follows:

1. The definition of “Intercompany Debt” in each of the Credit Agreements is hereby amended to delete the word “demand” appearing in clause (ii) thereof.

 

2. Each of the Lenders hereby waives any Default or Event of Default that may exist under any of the Credit Agreements solely as a result of the failure of the Borrower to be in compliance with Section 8.1 of each of the Credit Agreements without giving effect to this Amendment.

 

3. This Amendment shall become effective on and as of the date hereof as to each of the Credit Agreements upon the receipt by The Bank of New York, as Administrative Agent under each of the Credit Agreements, of counterparts of this Amendment executed by the Borrower and the Required Lenders under each of the Credit Agreements.

 

4. Except as amended hereby, each of the Credit Agreements and the other Loan Documents under each of the Credit Agreements shall remain in full force and effect.

 

5. This Amendment may be executed in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. A set of the copies of this Amendment signed by all of the parties hereto shall be lodged with each of the Borrower and The Bank of New York, as Administrative Agent under each of the Credit Agreements. Any party to this Amendment may rely upon the signatures of any other party hereto which are transmitted by fax or other electronic means to the same extent as if originally signed.

 

6. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

 

[signature pages follow]

 

The parties have caused this Amendment to be duly executed as of the date first written above.

 

 

	CVS CORPORATION By: /s/ Carol A. DeNale   Name:  Carol A. DeNale   Title: Vice President and Treasurer
	THE BANK OF NEW YORK, in its capacity as a Lender and in its capacity as the Administrative Agent under each of the Credit Agreements
	By: /s/ Erin Morrissey   Name: Erin Morrissey   Title: Assistant Vice President