ContractNote • November 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE (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.
ContractGuarantee Agreement • November 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
GUARANTEE AGREEMENT, dated as of November 20, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) £400,000,000 of 2.875% Notes due 2020, (ii) £300,000,000 of 3.600% Notes due 2025 and (iii) €750,000,000 of 2.125% Notes due 2026 (collectively, the “Notes”), in each case, of Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), (b) Wells Fargo Bank, National Association (together with its successors and assigns, the “Trustee”), as trustee under the Indenture (as defined below; unless otherwise defined herein, capitalized term shall have the meanings assigned to them in the Indenture) with respect to the Notes and (c) Deutsche Bank Trust Company Americas, in its capacity as paying agent for the Notes (together with its successors and assigns, the “Paying Agent”).
