Preview | 364 Day Credit Agreement |

364 DAY CREDIT AGREEMENT

by and among

CVS CORPORATION,

THE LENDERS PARTY HERETO,

CREDIT SUISSE FIRST BOSTON
and
FIRST UNION NATIONAL BANK
as Co-Documentation Agents,

and

FLEET NATIONAL BANK,
as Administrative Agent

Dated as of May 21, 2001

BNY CAPITAL MARKETS, INC.
and
FLEET SECURITIES, INC.,
as Lead Arrangers and Book Runners

TABLE OF CONTENTS

1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION
	1.1 Definitions
	1.2 Principles of Construction
2. AMOUNT AND TERMS OF LOANS
	2.1 Revolving Credit Loans
	2.2 [Intentionally Omitted]
	2.3 Notice of Borrowing Revolving Credit Loans
	2.4 Competitive Bid Loans and Procedure
	2.5 Use of Proceeds
	2.6 Termination or Reduction of Commitments
	2.7 Prepayments of Loans
3. PROCEEDS, PAYMENTS, CONVERSIONS, INTEREST, YIELD PROTECTION AND FEES
	3.1 Disbursement of the Proceeds of the Loans
	3.2 Payments
	3.3 Conversions; Other Matters
	3.4 Interest Rates and Payment Dates
	3.5 Indemnification for Loss
	3.6 Reimbursement for Costs, Etc.
	3.7 Illegality of Funding
	3.8 Option to Fund; Substituted Interest Rate
	3.9 Certificates of Payment and Reimbursement
	3.10 Taxes; Net Payments
	3.11 Fees
	3.12 [Intentionally Omitted]
	3.13 Replacement of Lender
4. REPRESENTATIONS AND WARRANTIES
	4.1 Existence and Power
	4.2 Authority
	4.3 Binding Agreement
	4.4 Litigation
	4.5 No Conflicting Agreements
	4.6 Taxes
	4.7 Compliance with Applicable Laws; Filings
	4.8 Governmental Regulations
	4.9 Federal Reserve Regulations; Use of Proceeds
	4.10 No Misrepresentation
	4.11 Plans
	4.12 Environmental Matters
	4.13 Financial Statements
5. CONDITIONS OF LENDING - FIRST LOANS ON THE FIRST BORROWING DATE
	5.1 Evidence of Corporate Action
	5.2 Notes
	5.3 Existing Bank Indebtedness
	5.4 Opinion of Counsel to the Borrower
6. CONDITIONS OF LENDING - ALL LOANS
	6.1 Compliance
	6.2 Requests
	6.3 Loan Closings
7. AFFIRMATIVE COVENANTS
	7.1 Legal Existence
	7.2 Taxes
	7.3 Insurance
	7.4 Performance of Obligations
	7.5 Condition of Property
	7.6 Observance of Legal Requirements
	7.7 Financial Statements and Other Information
	7.8 Records
	7.9 Authorizations
8. NEGATIVE COVENANTS
	8.1 Subsidiary Indebtedness
	8.2 Liens
	8.3 Dispositions
	8.4 Merger or Consolidation, Etc.
	8.5 Acquisitions
	8.6 Restricted Payments
	8.7 Limitation on Upstream Dividends by Subsidiaries
	8.8 Limitation on Negative Pledges
	8.9 Ratio of Consolidated Indebtedness to Total Capitalization
9. DEFAULT
	9.1 Events of Default
	9.2 Remedies
10. AGENT
	10.1 Appointment
	10.2 Delegation of Duties
	10.3 Exculpatory Provisions
	10.4 Reliance by Administrative Agent
	10.5 Notice of Default
	10.6 NonReliance
	10.7 Indemnification
	10.8 Administrative Agent in Its Individual Capacity
	10.9 Successor Administrative Agent
	10.10 Co-Documentation Agents
11. OTHER PROVISIONS
	11.1 Amendments, Waivers, Etc.
	11.2 Notices
	11.3 No Waiver; Cumulative Remedies
	11.4 Survival of Representations and Warranties
	11.5 Payment of Expenses and Taxes; Indemnified Liabilities
	11.6 Lending Offices
	11.7 Successors and Assigns

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