Exhibit 10.1
CVS CORPORATION
364 DAY CREDIT AGREEMENT
AMENDMENT NO. 1
AMENDMENT NO. 1 (this "Amendment"), dated as of May 17, 2002, to the 364
Day Credit Agreement, dated as of May 21, 2001, by and among CVS Corporation,
the Lenders party thereto, Credit Suisse First Boston and Wachovia Bank,
National Association (formerly known as First Union National Bank), as
Co-Documentation Agents, and Fleet National Bank, as Administrative Agent (the
"Credit Agreement").
Except as otherwise provided herein, capitalized terms used herein which
are not defined herein shall have the meanings set forth in the Credit
Agreement.
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 the
Credit Agreement, the parties hereto hereby agree as follows:
1. Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) The defined term "Applicable Margin" is amended to amend and
restate the chart contained therein to read as follows:
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ABR Eurodollar Facility Utilization
Pricing Level Advances Advances Fee Fee
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Pricing Level I 0% 0.155% 0.045% 0.150%
Pricing Level II 0% 0.195% 0.055% 0.150%
Pricing Level III 0% 0.235% 0.065% 0.150%
Pricing Level IV 0% 0.300% 0.075% 0.150%
Pricing Level V 0% 0.350% 0.100% 0.250%
Pricing Level VI 0% 0.425% 0.125% 0.250%
Pricing Level VII 0% 0.500% 0.150% 0.250%
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(b) The defined term "Commitment Amount" is amended to replace the
reference to "Sections 2.6, 2.11 and 11.7(c)" contained therein with
"Sections 2.6 and 11.7(c)"
(c) The defined term "Commitment Termination Date" is amended to
replace the date "May 20, 2002" contained therein with "May 19, 2003".
(d) A new defined term "Syndication Agent" is added to read as
follows:
"Syndication Agent": The Bank of New York, in its capacity as
syndication agent under this Agreement.
2. The Bank of New York is hereby appointed as syndication agent under this
Agreement.
3. Section 10.10 of the Agreement is amended and restated in its entirety
to read as follows:
10.10 Co-Documentation Agents and Syndication Agent
The Co-Documentation Agents and the Syndication Agent shall have
no duties or obligations under the Loan Documents in their capacity as
Co-Documentation Agents and Syndication Agent, respectively.
4. The second to last sentence of Section 11.2 of the Credit Agreement is
amended to replace the reference to "Sections 2.3, 2.4, 2.6, 2.7, 2.11 or 3.3"
contained therein with "Sections 2.3, 2.4, 2.6, 2.7 or 3.3"
5. Exhibit A to the Credit Agreement is hereby amended to amend and restate
in its entirety Part A (List of Commitments) thereto in the form attached hereto
as Exhibit A.
6. Simultaneously with the effectiveness of this Amendment:
(a) the Lenders listed on Annex I attached hereto (each a "Departing
Lender") will exit the Credit Agreement and will no longer be Lenders
(except with respect to those obligations of the Borrower under the Credit
Agreement which by their express terms are intended to survive termination
of the Credit Agreement) or have a Commitment thereunder; and
(b) the Lenders listed on Annex II attached hereto (each a "Continuing
Lender") will each have a Commitment in an amount equal to the Commitment
Amount listed adjacent to its name on Exhibit A attached hereto.
7. This Amendment shall become effective (the "Amendment Effective Date")
upon the satisfaction of the following conditions:
(a) The receipt by the Administrative Agent of counterparts of this
Amendment executed by the Borrower, the Administrative Agent and the
Lenders
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(excluding the Departing Lenders but including the Continuing Lenders, with
the Continuing Lenders having Commitments, immediately following the
effectiveness of this Amendment, aggregating at least $550,000,000).
(b) The receipt by the Administrative Agent of (i) the written consent
of the Departing Lenders and the Borrower to (x) the exit of the Departing
Lenders from the Credit Agreement and (y) the termination of the
Commitments of the Departing Lenders under the Credit Agreement
simultaneously with the effectiveness of this Amendment and (ii) an amount,
for the account of each Lender, including each Departing Lender, equal to
the accrued and unpaid Facility Fee owing to such Lender to, but excluding,
the Amendment Effective Date.
(c) The receipt by the Administrative Agent of a certificate, dated
the Amendment Effective Date, of the Secretary or an Assistant Secretary of
the Borrower (i) attaching a true and complete copy of the resolutions of
its Board of Directors and of all documents evidencing all other necessary
corporate action (in form and substance reasonably satisfactory to the
Administrative Agent) taken by the Borrower to authorize this Amendment and
the transactions contemplated hereby, (ii) attaching a true and complete
copy of its Certificate of Incorporation and By-Laws, (iii) setting forth
the incumbency of the officer or officers of the Borrower who may sign this
Amendment and the other documents to be delivered hereunder.
(d) The receipt by the Administrative Agent of an opinion of Zenon
Lankowsky, counsel to the Borrower, dated the Amendment Effective Date, in
form and substance reasonably satisfactory to the Administrative Agent.
8. Except as amended hereby, the Credit Agreement and the other Loan
Documents shall remain in full force and effect.
9. In order to induce the Administrative Agent to execute this Amendment
and the Lenders to consent hereto, the Borrower hereby (a) certifies that, on
the date hereof and immediately before and after giving effect to this
Amendment, the representations and warranties contained in the Credit Agreement
are and will be true and correct, except those which are expressly specified to
be made as of an earlier date, (b) certifies that, during the period from
December 30, 2000 to and including the Amendment Effective Date there has been
no Material Adverse change, including as a result of any change in law, in the
consolidated financial condition, operations, business or Property of the
Borrower and the Subsidiaries taken as a whole, (c) certifies that, immediately
before and after giving effect to this Amendment, no Default or Event of Default
exists or will exist, and (d) agrees to pay the reasonable fees and
disbursements of counsel to the Administrative Agent incurred in connection with
the preparation, negotiation and closing of this Amendment.
10. This Amendment may be executed on 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
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by all of the parties hereto shall be lodged with each of the Borrower and the
Administrative Agent. 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.
11. This Amendment shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
The parties have caused this Amendment to be duly executed as of the date
first written above.
CVS CORPORATION
By:
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Name:
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Title:
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FLEET NATIONAL BANK, in its capacity
as a Lender and in its capacity as the
Administrative Agent
By:
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Name:
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Title:
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THE BANK OF NEW YORK
By:
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON
By:
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Name:
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Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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ABN AMRO BANK N.V.
By:
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Name:
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Title:
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ALLFIRST BANK
By:
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Name:
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Title:
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BANK ONE, NA
By:
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Name:
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Title:
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CITIBANK, N.A.
By:
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Name:
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Title:
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CITIZENS BANK OF RHODE ISLAND
By:
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Name:
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Title:
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COMERICA BANK
By:
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Name:
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Title:
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FIFTH THIRD BANK
By:
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Name:
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Title:
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FIRSTAR BANK, N.A.
By:
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Name:
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Title:
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JPMORGAN CHASE BANK
By:
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Name:
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Title:
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KEYBANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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MELLON BANK, N.A.
By:
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Name:
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Title:
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NATIONAL CITY BANK
By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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REGIONS BANK
By:
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Name:
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Title:
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SOVEREIGN BANK
By:
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Name:
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Title:
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SUNTRUST BANK
By:
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Name:
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Title:
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WELLS FARGO BANK, N.A.
By:
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Name:
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Title:
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ANNEX I
DEPARTING LENDERS
1. First Hawaiian Bank
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ANNEX II
CONTINUING LENDERS
1. The Bank of New York
2. Fleet National Bank
3. Wachovia Bank, National Association
4. Credit Suisse First Boston
5. ABN AMRO Bank N.V.
6. JPMorgan Chase Bank
7. KeyBank National Association
8. SunTrust Bank
9. Firstar Bank, N.A.
10. Mellon Bank, N.A.
11. PNC Bank, National Association
12. Comerica Bank
13. Allfirst Bank
14. Bank One, NA
15. Citibank, N.A.
16. Citizens Bank of Rhode Island
17. Fifth Third Bank
18. National City Bank
19. Sovereign Bank
20. Wells Fargo Bank
21. Regions Bank
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CVS CORPORATION
364 DAY CREDIT AGREEMENT
COMMITMENT INCREASE SUPPLEMENT
EXHIBIT A
A. LIST OF COMMITMENTS
Lender Commitment Amount
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The Bank of New York $ 78,750,000
Fleet National Bank $ 78,750,000
Wachovia Bank, National Association $ 72,500,000
Credit Suisse First Boston $ 60,000,000
ABN AMRO Bank N.V. $ 37,500,000
JPMorgan Chase Bank $ 37,500,000
KeyBank National Association $ 37,500,000
SunTrust Bank $ 37,500,000
Firstar Bank, N.A. $ 37,500,000
Mellon Bank, N.A. $ 25,000,000
PNC Bank, National Association $ 25,000,000
Comerica Bank $ 17,500,000
Allfirst Bank $ 12,500,000
Bank One, NA $ 12,500,000
Citibank, N.A. $ 12,500,000
Citizens Bank of Rhode Island $ 12,500,000
Fifth Third Bank $ 12,500,000
National City Bank $ 12,500,000
Sovereign Bank $ 12,500,000
Wells Fargo Bank $ 10,000,000
Regions Bank $ 7,500,000
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TOTAL $650,000,000
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