AMENDMENT AGREEMENT
Exhibit 10.9
Execution Version
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/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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Title:
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SVP, General Counsel, Corp. Sec.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Global Treasurer
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| BANK OF AMERICA, N.A. | ||||
| as Administrative Agent | ||||
| By: |
/s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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Director
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| Bank of America, N.A., | ||||
| as a Lender | ||||
| By: |
/s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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Director
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| HSBC BANK PLC, | ||||
| as a Lender | ||||
| By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Associate Director
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| HSBC BANK USA, N.A., | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Vice President
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| UBS AG, Stamford Branch, | ||||
| as Lender | ||||
| By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Associate Director
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Associate Director
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| JPMORGAN CHASE BANK, N.A., | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇ ▇▇▇ ▇▇▇
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Name:
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▇▇▇▇ ▇▇▇ ▇▇▇
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Title:
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Executive Director
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| LLOYDS BANK PLC, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Assistant Vice President – D006
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Senior Vice President – P003
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| Mizuho Bank, Ltd., | ||||
| as a Lender | ||||
| By: |
/s/ ▇▇▇▇▇ ▇▇▇
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Name:
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▇▇▇▇▇ ▇▇▇
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Title:
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Authorized Signatory
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| The Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Authorized Signatory
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| UniCredit Bank AG, London Branch | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇ Vials
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Name:
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▇▇▇▇▇ Vials
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Title:
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Managing Director
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |||
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Director
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| UniCredit Bank AG, New York Branch | ||||
| as a Lender | ||||
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By:
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/s/ Marc Fussbahn
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Name:
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Marc Fussbahn
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Title:
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Managing Director
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Associate Director
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| ▇▇▇▇▇ FARGO BANK, N.A., | ||||
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as a Lender
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Director
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| Deutsche Bank Luxembourg S.A., | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇
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Title:
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AVP
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By:
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/s/ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇ | |||
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Name:
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▇. ▇▇▇▇▇▇-▇▇▇▇▇▇
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Title:
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AVP
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| Intesa Sanpaolo Bank Luxembourg SA | ||||
| as a Lender | ||||
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ Pizzulto
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Name:
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▇▇▇▇ ▇▇▇▇▇▇ Pizzulto
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Title:
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CEO
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇
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Title:
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Head of Credit
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| Santander Bank, N.A., | ||||
| as a Lender | ||||
| By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Executive Director
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| SOCIETE GENERALE, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
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Name:
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Head of Strategic and Acquisition Finance
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| Sumitomo Mitsui Banking Corporation, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇. ▇▇▇
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Title:
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Managing Director
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| U.S. BANK NATIONAL ASSOCIATION, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title:
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Senior Vice President
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| STATE BANK OF INDIA, NEW YORK, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇▇▇▇▇▇ Panda | |||
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Name:
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▇▇▇▇▇▇▇▇▇▇ Panda
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Title:
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VP & Head (Credit Management Cell)
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| Bank of China, Chicago Branch | ||||
| as a Lender | ||||
| By: |
/s/ ▇▇▇▇▇ ▇▇
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Name:
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▇▇▇▇▇ ▇▇
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Title:
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Senior Vice President & Branch Manager
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| THE NORTHERN TRUST COMPANY | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Vice President
|
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| The Royal Bank of Scotland plc, | ||||
| as a Lender | ||||
| By: |
/s/ M.A. ▇▇▇▇▇▇▇
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Name:
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M.A. ▇▇▇▇▇▇▇
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Title:
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Executive Director
|
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| By: | /s/ ▇. ▇. ▇▇▇▇▇▇ | |||
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Name:
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▇. ▇. ▇▇▇▇▇▇
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Title:
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Managing Director
|
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| BRANCH BANKING AND TRUST COMPANY, | ||||
| as a Lender | ||||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
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Name:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Senior Vice President
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