Attached files
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]
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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.
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WALGREENS BOOTS ALLIANCE, INC.
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as the Borrower
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By:
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/s/ Jan Stern Reed
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Name:
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Jan Stern Reed | |||
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Title:
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SVP, General Counsel, Corp. Sec | |||
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By:
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/s/ Aidan Clare
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Name:
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Aidan Clare | |||
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Title:
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Global Treasurer | |||
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UBS AG, STAMFORD BRANCH
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By:
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/s/ Houssem Daly
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Name:
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Houssem Daly | |||
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Title:
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Associate Director | |||
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By:
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/s/ Craig Pearson
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Name:
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Craig Pearson | |||
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Title:
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Associate Director | |||
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UBS AG, Stamford Branch,
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as Lender
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By:
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/s/ Houssem Daly
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Name:
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Houssem Daly
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Title:
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Associate Director
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By:
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/s/ Craig Pearson
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Name:
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Craig Pearson
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Title:
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Associate Director
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Bank of America, N.A.,
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as a Lender
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By:
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/s/ J. Casey Cosgrove
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Name:
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J. Casey Cosgrove
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Title:
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Director
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HSBC BANK PLC,
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as a Lender
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By:
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/s/ Colette Pithie
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Name:
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Colette Pithie
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Title:
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Associate Director
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HSBC Bank USA, N.A.,
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as a Lender
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By:
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/s/ Roderick Feltzer
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Name:
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Roderick Feltzer
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Title:
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Vice President
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JPMORGAN CHASE BANK, N.A.,
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as a Lender
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By:
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/s/ Dawn Lee Lum
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Name:
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Dawn Lee Lum
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Title:
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Executive Director
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LLOYDS BANK PLC,
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as a Lender
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By:
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/s/ Erin Doherty
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Name:
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Erin Doherty
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Title:
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Assistant Vice President – D006
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By:
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/s/ Daven Popat
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Name:
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Daven Popat
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Title:
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Senior Vice President – P003
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Mizuho Bank, Ltd.,
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as a Lender
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By:
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/s/ David Lim
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Name:
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David Lim
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Title:
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Authorized Signatory
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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as a Lender
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By:
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/s/ Mark Maloney
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Name:
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Mark Maloney
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Title:
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Authorized Signatory
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UniCredit Bank AG, London Branch
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as a Lender
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By:
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/s/ David Vials
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Name:
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David Vials
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Title:
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Managing Director
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By:
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/s/ Michael Cook
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Name:
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Michael Cook
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Title:
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Director
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WELLS FARGO BANK, N.A.,
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as a Lender
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By:
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/s/ Matthew Olson
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Name:
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Matthew Olson
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Title:
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Director
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Banco Santander, S.A.
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as a Lender
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By:
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/s/ Aitor Elustondo
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Name:
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Aitor Elustondo
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Title:
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Managing Director
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By:
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/s/ Federico Robin
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Name:
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Federico Robin
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Title:
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Vice President Senior
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Deutsche Bank Luxembourg S.A.,
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as a Lender
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By:
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/s/ Philippi
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Name:
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Philippi
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Title:
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AVP
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By:
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/s/ A. Breyer-Simski
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Name:
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A. Breyer-Simski
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Title:
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AVP
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Intesa Sanpaolo S.p.A.,
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as a Lender
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By:
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/s/ Neil Derfler
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Name:
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Neil Derfler
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Title:
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Vice President
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By:
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/s/ Serena Palumbo
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Name:
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Serena Palumbo, Esq
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Title:
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Vice President
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SOCIETE GENERALE,
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as a Lender
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By:
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/s/ Alexandre Huet
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Name:
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Alexandre Huet
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Title:
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Head of Strategic and Acquisition Finance
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Sumitomo Mitsui Banking Corporation,
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as a Lender
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By:
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/s/Alan Krouk
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Name:
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Alan Krouk
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Title:
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Managing Director
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U.S. BANK NATIONAL ASSOCIATION,
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as a Lender
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By:
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/s/ Conan Schleicher
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Name:
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Conan Schleicher
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Title:
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Senior Vice President
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