Walgreens Boots Alliance, Inc. - FORM 10-Q - EX-10.9 - EXHIBIT 10.9 - April 5, 2016

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-10.7 - EXHIBIT 10.7 - Walgreens Boots Alliance, Inc.ex10_7.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-10.2 - 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 10.9
 
Execution Version
 
AMENDMENT AGREEMENT

AMENDMENT AGREEMENT dated as of January 20, 2016 (this “Amendment”) to the Term Loan Credit Agreement dated as of December 18, 2015 (the “Credit Agreement”), among Walgreens Boots Alliance, Inc., as the Borrower, Bank of America, N.A., 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
  
 
  BANK OF AMERICA, N.A.  
  as Administrative Agent  
     
  By:
/s/ J. Casey Cosgrove
  
   
Name:
J. Casey Cosgrove
  
   
Title:
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
  
 
  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
  
 
  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
  
 
  UniCredit Bank AG, New York Branch  
  as a Lender  
     
 
By:
/s/ Marc Fussbahn
  
   
Name:
Marc Fussbahn
  
   
Title:
Managing Director
  
         
 
By:
 /s/ Thilo Huber  
   
Name:
Thilo Huber
  
   
Title:
Associate Director
  
 
  WELLS FARGO BANK, N.A.,  
 
as a Lender
  
     
 
By:
/s/ Matthew Olson
  
   
Name:
Matthew Olson
  
   
Title:
Director
  
 
  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 Bank Luxembourg SA  
  as a Lender  
     
  By:
/s/ Gian Franco Pizzulto
  
   
Name:
Gian Franco Pizzulto
  
   
Title:
CEO
  
         
  By: /s/ Paolo Elia  
   
Name:
Paolo Elia
  
   
Title:
Head of Credit
  
 
  Santander Bank, N.A.,  
  as a Lender  
     
   By:
/s/ Gonzalo Acha
  
   
Name:
Gonzalo Acha
  
   
Title:
Executive Director
  
 
  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/ David W. Kee  
 
Name:
David W. Kee
  
 
Title: 
Managing Director
  
 
  U.S. BANK NATIONAL ASSOCIATION,  
  as a Lender  
     
 
By:
 /s/ Conan Schleicher  
 
Name:
Conan Schleicher
  
 
Title:
Senior Vice President
  
 
  STATE BANK OF INDIA, NEW YORK,  
  as a Lender  
     
 
By:
 /s/ Manoranjan Panda  
 
Name:
Manoranjan Panda
  
 
Title:
VP & Head (Credit Management Cell)
  
 
  Bank of China, Chicago Branch  
  as a Lender  
     
  By:
/s/ Kefei Xu
  
   
Name:
Kefei Xu
  
   
Title:
Senior Vice President & Branch Manager
  
 
  THE NORTHERN TRUST COMPANY  
  as a Lender  
     
 
By:
 /s/ Peter J. Hallan  
 
Name:
Peter J. Hallan
  
 
Title:
Vice President
  
 
  The Royal Bank of Scotland plc,  
  as a Lender  
     
  By:
/s/ M.A. Collins
  
   
Name:
M.A. Collins
  
   
Title:
Executive Director
  
         
  By: /s/ G. R. Parker  
   
Name:
G. R. Parker
  
   
Title:
Managing Director
  
 
  BRANCH BANKING AND TRUST COMPANY,  
  as a Lender  
     
 
By:
 /s/ John P. Malloy  
 
Name:
John P. Malloy
  
 
Title:
Senior Vice President
  
 

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