CVS » Topics » FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

These excerpts taken from the CVS 8-K filed Jun 2, 2006.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Bridge Credit Agreement, dated as of May 24, 2006 (as amended and in effect on the date hereof, the “Bridge Credit Agreement”), by and among CVS Corporation, the Lenders party thereto, and Lehman Commercial Paper Inc., as Administrative Agent. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Bridge Credit Agreement.

The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (defined below), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Bridge Credit Agreement, including, without limitation, the interests set forth below in the Commitment and the Loans owing to the Assignor that are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Bridge Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Bridge Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents.

This Assignment and Acceptance is being delivered to the Administrative Agent, together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.10(b) of the Bridge Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Bridge Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]1 shall pay the fee payable to the Administrative Agent pursuant to Section 11.7(b) of the Bridge Credit Agreement.

 


1 Delete inapplicable term.


THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Effective Date of

Assignment (the “Assignment Date”):

Commitment Assigned:

Principal Amount of Loans Assigned:

[SIGNATURE PAGE FOLLOWS]


The terms set forth above are hereby agreed to:

 

[Name of Assignor], as Assignor
By:  

 

[Name of Assignee], as Assignee
By:  

 

The undersigned hereby consent to the within assignment:

 

CVS CORPORATION
By:  

 

LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent

By:  

 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the 364 Day Credit Agreement, dated as of May 12, 2006 (as amended and in effect on the date hereof, the “Credit Agreement”), by and among CVS Corporation, the Lenders party thereto, the co-syndication agents named therein, and The Bank of New York, as Administrative Agent. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (defined below), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment and the Loans owing to the Assignor that are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents.

This Assignment and Acceptance is being delivered to the Administrative Agent, together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.10(b) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]1 shall pay the fee payable to the Administrative Agent pursuant to Section 11.7(b) of the Credit Agreement.

THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:


1 Delete inapplicable term.


CVS CORPORATION

364 DAY CREDIT AGREEMENT

 

Effective Date of

Assignment (the “Assignment Date”):

Commitment Assigned:

Principal Amount of Loans Assigned:

[SIGNATURE PAGE FOLLOWS]


CVS CORPORATION

364 DAY CREDIT AGREEMENT

 

The terms set forth above are hereby agreed to:

 

[Name of Assignor], as Assignor

By:     
Name:     
Title:     

 

 

[Name of Assignee], as Assignee

By:     
Name:     
Title:     

The undersigned hereby The undersigned hereby consent to the within assignment:

 

CVS CORPORATION

By:     
Name:     
Title:     

 

THE BANK OF NEW YORK,

as Administrative Agent

By:     
Name:     
Title:     

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Five Year Credit Agreement, dated as of May 12, 2006 (as amended and in effect on the date hereof, the “Credit Agreement”), by and among CVS Corporation, the Lenders party thereto, the co-syndication agents named therein, the documentation agent named therein, and The Bank of New York, as Administrative Agent. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (defined below), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment and the Revolving Credit Loans and Competitive Bid Loans owing to the Assignor that are outstanding on the Assignment Date, together with, in the case of such Commitment, all of the related participations held by the Assignor in respect of the Letters of Credit (including its LC Exposure) and Swingline Loans (including its Swingline Exposure), but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents.

This Assignment and Acceptance is being delivered to the Administrative Agent, together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.10(b) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]1 shall pay the fee payable to the Administrative Agent pursuant to Section 11.7(b) of the Credit Agreement.

THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Date of Assignment:

Legal Name of Assignor:


1 Delete inapplicable term.

 


CVS CORPORATION

FIVE YEAR CREDIT AGREEMENT

 

Legal Name of Assignee:

Assignee’s Address for Notices:

Effective Date of

Assignment (the “Assignment Date”):

Commitment Assigned:

Principal Amount of Revolving Credit Loans Assigned:

Principal Amount of each Competitive Bid Loan Assigned:

[SIGNATURE PAGE FOLLOWS]

 


CVS CORPORATION

FIVE YEAR CREDIT AGREEMENT

 

The terms set forth above are hereby agreed to:

 

[Name of Assignor], as Assignor

By:     
Name:     
Title:     

[Name of Assignee], as Assignee

By:     
Name:     
Title:     

The undersigned hereby consent to the within assignment:

 

CVS CORPORATION

By:     
Name:     
Title:     

THE BANK OF NEW YORK,

as Administrative Agent

By:     
Name:     
Title:     

 


CVS CORPORATION

FIVE YEAR CREDIT AGREEMENT

 

2006 FIVE YEAR CREDIT AGREEMENT

This excerpt taken from the CVS 10-Q filed Aug 9, 2005.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

 

Reference is made to the Five Year Credit Agreement, dated as of June 3, 2005 (as amended and in effect on the date hereof, the “Credit Agreement”), by and among CVS Corporation, the Lenders party thereto, the co-syndication agents named therein, the documentation agent named therein, and The Bank of New York, as Administrative Agent. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

 

The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (defined below), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment and the Revolving Credit Loans and Competitive Bid Loans owing to the Assignor that are outstanding on the Assignment Date, together with, in the case of such Commitment, all of the related participations held by the Assignor in respect of the Letters of Credit (including its LC Exposure) and Swingline Loans (including its Swingline Exposure), but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents.

 

This Assignment and Acceptance is being delivered to the Administrative Agent, together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.10(b) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]1 shall pay the fee payable to the Administrative Agent pursuant to Section 11.7(b) of the Credit Agreement.

 

THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Date of Assignment:

 

Legal Name of Assignor:

 


1 Delete inapplicable term.


Legal Name of Assignee:

 

Assignee’s Address for Notices:

 

Effective Date of

Assignment (the “Assignment Date”):

 

Commitment Assigned:

 

Principal Amount of Revolving Credit Loans Assigned:

 

Principal Amount of each Competitive Bid Loan Assigned:

 

[SIGNATURE PAGE FOLLOWS]


The terms set forth above are hereby agreed to:

 

[Name of Assignor], as Assignor

By:

 

 


Name:

 

 


Title:

 

 


 

[Name of Assignee], as Assignee

By:

 

 


Name:

 

 


Title:

 

 


 

The undersigned hereby consent to the within assignment:

 

CVS CORPORATION

By:

 

 


Name:

 

 


Title:

 

 


 

THE BANK OF NEW YORK,

as Administrative Agent

By:

 

 


Name:

 

 


Title:

 

 



2005 FIVE YEAR CREDIT AGREEMENT

 

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