WALGREEN CO. $1,300,000,000 4.875% Senior Notes due 2013 Underwriting AgreementUnderwriting Agreement • July 17th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • New York
Walgreen Co., an Illinois corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Banc of America Securities LLC and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), $1,300,000,000 principal amount of its 4.875% Senior Notes due 2013 (the “Securities”). The Securities will be issued pursuant to a base indenture to be dated as of July 17, 2008 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a resolution of the board of directors of the Company and set forth in an officers’ certificate (the “Supplemental Terms,” and together with the Base Indenture, the “Indenture”).
ContractIndenture • July 17th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
