CVS CORPORATION GLOBAL AMENDMENT TO CREDIT AGREEMENTS
EXHIBIT
10.4
EXECUTION
COPY
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., ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ Commercial Paper Inc. and Wachovia Bank, National
Association, as co-syndication agents, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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]
CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
The
parties have caused this Amendment to be duly executed as of the date first
written above.
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CVS
CORPORATION
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice
President and Treasurer
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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 |
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By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Assistant
Vice President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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BANK
OF AMERICA, N.A., as Co-Documentation Agent and a Lender
By:
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Senior
Vice President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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▇▇▇▇▇▇
▇▇▇▇▇▇▇ SENIOR FUNDING, INC., in its capacity
as Documentation Agent By:
/s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title:
Vice
President
▇▇▇▇▇▇
▇▇▇▇▇▇▇ BANK, in its capacity
as
a Lender
By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇
▇. ▇▇▇▇▇▇
Title:
Authorized
Signatory
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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HSBC
BANK USA
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
Title:
Managing
Director
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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KEYBANK
NATIONAL ASSOCIATION
By:
/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇
Title:
Senior
Vice President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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SUMITOMO
MITSUI BANKING CORPORATION
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇
▇▇▇▇▇
Title:
Joint
General Manager
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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ABN
AMRO BANK N.V.
By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇▇▇▇▇▇
Title:
Senior
Vice President
By:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Title:
Director
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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▇▇▇▇▇
FARGO BANK
By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Senior
Vice President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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SOVEREIGN
BANK
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title:
Vice
President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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▇▇▇▇▇
▇▇▇ COMMERICAL BANK, LTD.,
LOS
ANGELES BRANCH
By:
/s/
Wen-▇▇▇ ▇▇▇▇
Name:
Wen-▇▇▇
▇▇▇▇
Title:
VP
& General Manager
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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SUNTRUST
BANK
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title:
Managing
Director
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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MIZUHO
CORPORATE BANK, LTD.
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:
▇▇▇▇▇▇▇
▇. ▇▇▇▇
Title:
Senior
Vice President & Team
Leader
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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REGIONS
BANK
By:
/s/
Berkin Istanbulluoglu
Name:
Berkin
Istanbulluoglu
Title:
Assistant
Vice President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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WACHOVIA
BANK, NATIONAL ASSOCIATION
By:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Vice
President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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UNION
BANK OF CALIFORNIA, N.A.
By:
/s/
▇▇▇▇▇ ▇▇▇
Name:
▇▇▇▇▇
▇▇▇
Title:
Vice
President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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NATIONAL
CITY BANK
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:
▇▇▇▇▇▇
▇. ▇▇▇▇
Title:
Relationship
Manager
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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THE
NORTHERN TRUST COMPANY
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title:
Vice
President
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CVS
CORPORATION
GLOBAL
AMENDMENT TO CREDIT AGREEMENTS
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▇▇▇▇▇▇
BROTHERS BANK, FSB
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Authorized
Signatory
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