AMENDMENT AGREEMENT
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.
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as the Borrower
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By:
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/s/ Xxx Xxxxx Xxxx
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Name:
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Xxx Xxxxx Xxxx | |||
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Title:
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SVP, General Counsel, Corp. Sec | |||
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx | |||
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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/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx Xxxx | |||
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Title:
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Associate Director | |||
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx | |||
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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/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx Xxxx
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Title:
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Associate Director
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx
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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. Xxxxx Xxxxxxxx
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Name:
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J. Xxxxx Xxxxxxxx
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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/ Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx Xxxxxx
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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/ Xxxxxxxx Xxxxxxx
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Name:
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Xxxxxxxx Xxxxxxx
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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/ Xxxx Xxx Xxx
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Name:
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Xxxx Xxx Xxx
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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/ Xxxx Xxxxxxx
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Name:
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Xxxx Xxxxxxx
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Title:
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Assistant Vice President – D006
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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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/ Xxxxx Xxx
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Name:
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Xxxxx Xxx
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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/ Xxxx Xxxxxxx
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Name:
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Xxxx Xxxxxxx
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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/ Xxxxx Vials
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Name:
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Xxxxx Vials
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Title:
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Managing Director
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By:
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/s/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx Xxxx
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Title:
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Director
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XXXXX FARGO BANK, N.A.,
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as a Lender
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By:
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/s/ Xxxxxxx Xxxxx
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Name:
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Xxxxxxx Xxxxx
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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/ Xxxxxxxx Xxxxx
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Name:
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Xxxxxxxx Xxxxx
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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/ Xxxxxxxx
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Name:
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Xxxxxxxx
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Title:
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AVP
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By:
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/s/ X. Xxxxxx-Xxxxxx
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Name:
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X. Xxxxxx-Xxxxxx
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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/ Xxxx Xxxxxxx
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Name:
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Xxxx Xxxxxxx
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Title:
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Vice President
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
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Xxxxxx Xxxxxxx, 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/ Xxxxxxxxx Xxxx
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Name:
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Xxxxxxxxx Xxxx
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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/Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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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/ Xxxxx Xxxxxxxxxx
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Name:
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Xxxxx Xxxxxxxxxx
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Title:
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Senior Vice President
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