Exhibit 4.5
EXECUTION COPY
Amendment No. 1 to Registration Rights Agreement
Amendment No. 1 dated as of April 20, 1998 between CVS
Corporation (the "Company") and Xxxxxx Xxxxxxxxx.
WHEREAS, pursuant to Section 2.01 of the Registration Rights
Agreement (the "Registration Rights Agreement") dated as of March 31, 1998,
among the Company and each of the Investors (as defined therein), one or more
Holders (as defined therein) have the right to demand the registration by the
Company under the Securities Act of 1933, as amended, of any or all of the
Registrable Securities (as defined therein) held by such requesting Holder;
WHEREAS, on March 31, 1998, Xxxxxx Xxxxxxxxx delivered a demand
for registration (the "March 1998 Demand") pursuant to Section 2.01 of the
Registration Rights Agreement;
WHEREAS, pursuant to Section 2.01, the Company is required to
prepare and file with the Securities and Exchange Commission a registration
statement covering the Registrable Securities specified in such demand (the
"First Registration Statement") by April 20, 1998;
WHEREAS, the parties desire to waive the Issuer's obligation to
file by April 20, 1998 the First Registration Statement;
NOW, THEREFORE, the Company and the undersigned hereby agree as
follows:
1. The Issuer's obligation to prepare and file the First
Registration Statement on or before April 20, 1998 is waived;
2. The Company acknowledges that the March 1998 Request has
been withdrawn by the Holders. The Company agrees that the withdrawn March
1998 Request will not be treated as a Demand Request or Demand Registration
for purposes of Section 2.01(a)(i) or 2.01(a)(iii) of the Registration Rights
Agreement, without prejudice to the Company's right to so treat any future
Demand Request.
3. Section 2.01(a) of the Registration Rights Agreement is
hereby amended by replacing the reference to "(or 20 days in the case of the
first such request)" contained therein with the following:
"(or in the case of the first such request, (x) within 3
business days, so long as (1) that request is delivered before noon E.S.T. on
May 5, 1998 and (2) the Holders, their financial advisors and their respective
counsel request only minor changes, if any, to the First Registration
Statement from the form distributed to the Holders and their advisors and
counsel on April 17, 1998 or (y) otherwise within twenty days or such shorter
period as the Company is reasonably capable of achieving without undue
burden)".
4. Section 2.01(b) of the Registration Rights Agreement is
hereby amended by inserting the following between "under the 1933 Act" and "or
if such" on the sixth line of such subsection: "(other than as a result of the
request of Holders)".
5. The remaining terms of the Registration Rights Agreement
shall remain unchanged, and the Registration Rights as amended hereby shall
remain in full force and effect.
6. This amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the undersigned has duly executed this
amendment as of the day and year first above written.
CVS CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
INVESTORS
By /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, on
behalf of the Investors
