AMENDMENT AGREEMENT

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/ Xxx Xxxxx Xxxx
		Name:	Xxx Xxxxx Xxxx
		Title:	SVP, General Counsel, Corp. Sec.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Global Treasurer

	BANK OF AMERICA, N.A.
	as Administrative Agent
	By:	/s/ J. Xxxxx Xxxxxxxx
		Name:	J. Xxxxx Xxxxxxxx
		Title:	Director

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

	HSBC BANK PLC,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Associate Director

	HSBC BANK USA, N.A.,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President

	UBS AG, Stamford Branch,
	as Lender
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Associate Director
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Associate Director

	JPMORGAN CHASE BANK, N.A.,
	as a Lender
	By:	/s/ Xxxx Xxx Xxx
		Name:	Xxxx Xxx Xxx
		Title:	Executive Director

	LLOYDS BANK PLC,
	as a Lender
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Assistant Vice President – D006
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President – P003

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

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

	UniCredit Bank AG, London Branch
	as a Lender
	By:	/s/ Xxxxx Vials
		Name:	Xxxxx Vials
		Title:	Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Director

	UniCredit Bank AG, New York Branch
	as a Lender
	By:	/s/ Marc Fussbahn
		Name:	Marc Fussbahn
		Title:	Managing Director
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Associate Director

	XXXXX FARGO BANK, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director

	Deutsche Bank Luxembourg S.A.,
	as a Lender
	By:	/s/ Xxxxxxxx
		Name:	Xxxxxxxx
		Title:	AVP
	By:	/s/ X. Xxxxxx-Xxxxxx
		Name:	X. Xxxxxx-Xxxxxx
		Title:	AVP

	Intesa Sanpaolo Bank Luxembourg SA
	as a Lender
	By:	/s/ Xxxx Xxxxxx Pizzulto
		Name:	Xxxx Xxxxxx Pizzulto
		Title:	CEO
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Head of Credit

	Santander Bank, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Executive Director

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

	Sumitomo Mitsui Banking Corporation,
	as a Lender
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Managing Director

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

	STATE BANK OF INDIA, NEW YORK,
	as a Lender
	By:	/s/ Xxxxxxxxxx Panda
		Name:	Xxxxxxxxxx Panda
		Title:	VP & Head (Credit Management Cell)

	Bank of China, Chicago Branch
	as a Lender
	By:	/s/ Xxxxx Xx
		Name:	Xxxxx Xx
		Title:	Senior Vice President & Branch Manager

	THE NORTHERN TRUST COMPANY
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

	The Royal Bank of Scotland plc,
	as a Lender
	By:	/s/ M.A. Xxxxxxx
		Name:	M.A. Xxxxxxx
		Title:	Executive Director
	By:	/s/ X. X. Xxxxxx
		Name:	X. X. Xxxxxx
		Title:	Managing Director

	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Senior Vice President