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EXHIBIT 4.3
CVS Corporation
Xxx XXX Xxxxx
Xxxxxxxxxx, XX 00000
As of
June 24, 1997
Xx. Xxxxx Xxxxxxxxx
Xxxx/Chilmark Fund, L.P.
0 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
This letter is in reference to the Registration Rights Agreement dated
as of May 29, 1997 (the "RRA") entered into in connection with the CVS/Revco
merger transaction completed on that date. Capitalized terms (not otherwise
defined herein) are used in this letter as defined in the RRA.
As you know, we have been discussing the mutual desirability of
marketing the CVS shares received by you (and the other Holders) in the merger
in an organized, co-ordinated manner through a secondary underwritten offering
(the "Proposed Offering"). We plan to file, on or about July 17, 1997, a
registration statement on Form S-3 under the Securities Act of 1933 relating to
the Proposed Offering. If the registration statement is not reviewed by the
Commission, subject to market conditions, CS First Boston (lead underwriter for
the Proposed Offering) expects that the Proposed Offering will be priced on or
about July 24, 1997. If the registration statement is reviewed, we expect that,
subject to market conditions, the Proposed Offering will be priced in
mid-August. All Holders will be invited to sell Registrable Securities in the
Proposed Offering.
As discussed with you, CVS management will actively participate to
assist the marketing effort, and we look forward to executing a mutually
beneficial offering.
In light of the Proposed Offering, we confirm that we will not be
filing the Required Shelf Registration at this time (as would otherwise be
required under Section 2.01 of the RRA). Sections 2.03, 2.05, 2.06, 2.07 and
2.08 and Articles 1 and 3 of the RRA will apply to the Proposed Offering and the
related registration
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(as if the registration were under Section 2.02 of the RRA), provided that the
Proposed Offering shall not be deemed to be the Demand Registration contemplated
by said Section 2.02.
Subject to any restrictions contained in the underwriting agreement
relating to the Proposed Offering, you may after the date hereof request that we
file the Required Shelf Registration promptly with the Commission, and upon such
request we shall use our reasonable best efforts to have the Shelf Registration
Statement declared effective by the Commission as soon as practicable after such
shelf filing. Upon such request in accordance with the preceding sentence,
nothing in this letter will affect the rights of Holders with respect to the
Required Shelf Registration in accordance with the RRA. In addition, nothing in
this letter will affect the rights of Holders to the Demand Registration in
accordance with the RRA (it being understood that if the Holders waive their
rights to the Required Shelf Registration, then the Shelf Termination Date will
be deemed to have occurred on the date of such waiver).
In addition, we confirm that this letter agreement (being executed by
the Issuer and a Holder representing a majority of the Registrable Securities)
hereby effects the following amendments to the RRA:
(i) Clause (ii)(B)(3) of the definition of "Holder" in Section
1.01 of the RRA is hereby amended by (1) adding the expression "(x)"
immediately after the "(3)" and before "a" in such clause and (2)
adding the following at the end of such clause prior to the period: "or
(y) an individual that has a direct or indirect equity interest in a
general partner or limited partner of Xxxx/Chilmark and has received
Registrable Securities directly or indirectly from Xxxx/Chilmark".
(ii) The definition of "Xxxx Xxxxxx" in Section 1.01 of the
RRA is hereby amended and restated in its entirety as follows:
"Xxxx Xxxxxx" means Xxxx/Chilmark, any Affiliate of
Xxxx/Chilmark that is a Holder, each partner of Xxxx/Chilmark
referred to in clause (ii)(B)(3)(x) of the definition of
"Holder", and each individual referred to in clause
(ii)(B)(3)(y) of the definition of "Holder".
(iii) The definition of "Registrable Securities" in Section
1.01 of the RRA is hereby amended by adding the following new sentence
at the end of such definition: "For purposes of the proviso to clause
(ii) of the preceding sentence, Common Stock held by individuals
referred to in
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clause (ii)(B)(3)(y) of the definition of "Holder" will be disregarded,
and such individuals will be deemed not to be Xxxx Holders, for
purposes of the determination under clause (x) of such proviso of
whether all Registrable Securities held by all Xxxx Holders could at
the time in question be sold without violation of applicable Rule 144
volume limitations."
Subject to the foregoing, the RRA will remain unchanged and in full
force and effect.
Please confirm that the foregoing reflects our agreement by executing a
copy of this letter in the space indicated below and faxing it to me at 401-762-
3012.
Very truly yours,
Xxxxx Xxxxxxx
Executive Vice President and
Chief Financial Officer
Accepted and Agreed to:
Xxxx/Chilmark Fund, L.P.
By: ZC Limited Partnership, general partner
By: ZC Partnership, general partner
By: ZC, Inc., a partner
By:
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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