Attached files

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EX-12 - EXHIBIT 12 - Walgreens Boots Alliance, Inc.ex12.htm
EX-31.2 - EXHIBIT 31.2 - Walgreens Boots Alliance, Inc.ex31_2.htm
EX-32.1 - EXHIBIT 32.1 - Walgreens Boots Alliance, Inc.ex32_1.htm
EX-32.2 - EXHIBIT 32.2 - Walgreens Boots Alliance, Inc.ex32_2.htm
EX-10.1 - EXHIBIT 10.1 - Walgreens Boots Alliance, Inc.ex10_1.htm
EX-10.9 - EXHIBIT 10.9 - Walgreens Boots Alliance, Inc.ex10_9.htm
EX-10.2 - EXHIBIT 10.2 - Walgreens Boots Alliance, Inc.ex10_2.htm
EX-10.3 - EXHIBIT 10.3 - Walgreens Boots Alliance, Inc.ex10_3.htm
EX-31.1 - EXHIBIT 31.1 - Walgreens Boots Alliance, Inc.ex31_1.htm
10-Q - WALGREENS BOOTS ALLIANCE, INC. 10-Q 2-29-2016 - Walgreens Boots Alliance, Inc.form10q.htm

Exhibit 10.7

Execution Version
 
AMENDMENT AGREEMENT

AMENDMENT AGREEMENT dated as of January 20, 2016 (this “Amendment”) to the Bridge Term Loan Credit Agreement dated as of December 18, 2015 (the “Credit Agreement”), among Walgreens Boots Alliance, Inc., as the Borrower, UBS AG, Stamford Branch, as Administrative Agent, and the Lenders from time to time party thereto.

1.          Defined Terms.  Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended hereby (the “Amended Credit Agreement”).

2.          Amendments to the Credit Agreement.  Each of the parties hereto agrees that, effective on the Amendment Effective Date (as defined below): (a) Section 4.02(k)(i) of the Credit Agreement is hereby amended by (i) inserting “with respect to the Borrower under Section 7.05 or Section 7.06” immediately after the words “no Default or Unmatured Default” in clause (x) thereof and (ii) inserting “constituting Specified Representations” immediately after the words “the representations and warranties contained in Article 5” in clause (y) thereof and (b) Exhibit H of the Credit Agreement is hereby amended by (i) inserting “with respect to the Borrower under Section 7.05 or Section 7.06” immediately after the words “no Default or Unmatured Default” in clause (x) of the second paragraph thereof and (ii) inserting “constituting Specified Representations” immediately after the words “the representations and warranties contained in Article 5 of the Credit Agreement” in clause (y) of the second paragraph thereof.

3.          Conditions to Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have received counterparts to this Amendment executed by (i) the Borrower, (ii) the Administrative Agent and (iii) the Required Lenders.

4.          Ratification.  Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed.

5.          Indemnities.  The Borrower agrees that this Amendment constitutes a Loan Document and Section 9.06 of the Credit Agreement is hereby incorporated by reference herein and shall extend to the preparation, execution and delivery of this Amendment.

6.          Limitation.  This Amendment shall be limited precisely as written and except as expressly provided herein, shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Unless the context indicates otherwise, on and after the Amendment Effective Date, whenever the Credit Agreement is referred to in the Credit Agreement, the other Loan Documents or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as amended by this Amendment.
 

7.          Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute but one and the same instrument.  A facsimile or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

8.          Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]
 
2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 
WALGREENS BOOTS ALLIANCE, INC.
 
 
as the Borrower
 
     
 
By:
/s/ Jan Stern Reed
 
   
Name:
Jan Stern Reed  
   
Title:
SVP, General Counsel, Corp. Sec  
       
 
By:
/s/ Aidan Clare
 
   
Name:
Aidan Clare  
   
Title:
Global Treasurer  
 

 
UBS AG, STAMFORD BRANCH
 
  as Administrative Agent  
     
 
By:
/s/ Houssem Daly
 
   
Name:
Houssem Daly  
   
Title:
Associate Director  
       
 
By:
/s/ Craig Pearson
 
   
Name:
Craig Pearson  
   
Title:
Associate Director  
       
 

 
UBS AG, Stamford Branch,
 
 
as Lender
 
     
 
By:
/s/ Houssem Daly
 
   
Name:
Houssem Daly
 
   
Title:
Associate Director
 
       
 
By:
/s/ Craig Pearson
 
   
Name:
Craig Pearson
 
   
Title:
Associate Director
 
 

 
Bank of America, N.A.,
 
 
as a Lender
 
     
 
By:
/s/ J. Casey Cosgrove
 
   
Name:
J. Casey Cosgrove
 
   
Title:
Director
 
 

 
HSBC BANK PLC,
 
 
as a Lender
 
     
 
By:
/s/ Colette Pithie
 
   
Name:
Colette Pithie
 
   
Title:
Associate Director
 
 

 
HSBC Bank USA, N.A.,
 
 
as a Lender
 
     
 
By:
/s/ Roderick Feltzer
 
   
Name:
Roderick Feltzer
 
   
Title:
Vice President
 
 

 
JPMORGAN CHASE BANK, N.A.,
 
 
as a Lender
 
     
 
By:
/s/ Dawn Lee Lum
 
   
Name:
Dawn Lee Lum
 
   
Title:
Executive Director
 
 

LLOYDS BANK PLC,
 
 
as a Lender
 
     
 
By:
/s/ Erin Doherty
 
   
Name:
Erin Doherty
 
   
Title:
Assistant Vice President – D006
 
         
 
By:
/s/ Daven Popat
 
   
Name:
Daven Popat
 
   
Title:
Senior Vice President – P003
 
 

 
Mizuho Bank, Ltd.,
 
 
as a Lender
 
     
 
By:
/s/ David Lim
 
   
Name:
David Lim
 
 
 
Title:
Authorized Signatory
 
 

 
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
 
 
as a Lender
 
     
 
By:
/s/ Mark Maloney
 
   
Name:
Mark Maloney
 
   
Title:
Authorized Signatory
 
 

 
UniCredit Bank AG, London Branch
 
 
as a Lender
 
     
 
By:
/s/ David Vials
 
   
Name:
David Vials
 
   
Title:
Managing Director
 
         
 
By:
/s/ Michael Cook
 
   
Name:
Michael Cook
 
   
Title:
Director
 
 

 
WELLS FARGO BANK, N.A.,
 
 
as a Lender
 
     
 
By:
/s/ Matthew Olson
 
   
Name:
Matthew Olson
 
   
Title:
Director
 
 

 
Banco Santander, S.A.
 
 
as a Lender
 
     
 
By:
/s/ Aitor Elustondo
 
   
Name:
Aitor Elustondo
 
   
Title:
Managing Director
 
         
 
By:
/s/ Federico Robin
 
   
Name:
Federico Robin
 
   
Title:
Vice President Senior
 
 

 
Deutsche Bank Luxembourg S.A.,
 
 
as a Lender
 
     
 
By:
/s/ Philippi
 
   
Name:
Philippi
 
   
Title:
AVP
 
         
 
By:
/s/ A. Breyer-Simski
 
   
Name:
A. Breyer-Simski
 
   
Title:
AVP
 
 

 
Intesa Sanpaolo S.p.A.,
 
 
as a Lender
 
     
 
By:
/s/ Neil Derfler
 
   
Name:
Neil Derfler
 
   
Title:
Vice President
 
         
 
By:
/s/ Serena Palumbo
 
   
Name:
Serena Palumbo, Esq
 
   
Title:
Vice President
 
 

 
SOCIETE GENERALE,
 
 
as a Lender
 
     
 
By:
/s/ Alexandre Huet
 
   
Name:
Alexandre Huet
 
   
Title:
Head of Strategic and Acquisition Finance
 
 

 
Sumitomo Mitsui Banking Corporation,
 
 
as a Lender
 
     
 
By:
/s/Alan Krouk
 
   
Name:
Alan Krouk
 
   
Title:
Managing Director
 
 

 
U.S. BANK NATIONAL ASSOCIATION,
 
 
as a Lender
 
     
 
By:
/s/ Conan Schleicher
 
   
Name:
Conan Schleicher
 
   
Title:
Senior Vice President