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 Assignors 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.
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:
Assignees Address for Notices:
Effective Date of
Assignment (the Assignment Date):
Principal Amount of Loans Assigned:
[SIGNATURE PAGE FOLLOWS]
The terms set forth above are hereby agreed to:
The undersigned hereby consent to the within assignment: