Extension Agreement, dated as of December 18, 2019, by and among Walgreens Boots Alliance, Inc., the lenders party thereto and Mizuho Bank, Ltd., as administrative agent

EX-10.1 2 d850707dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

December 18, 2019

Mizuho Bank, Ltd.,

as Administrative Agent

under the Credit Agreement

referred to below

Extension Agreement

Ladies and Gentlemen:

The undersigned hereby agrees to extend the Maturity Date under the 364-Day Revolving Credit Agreement dated as of January 18, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among Walgreens Boots Alliance, Inc., a Delaware corporation (the “Borrower”), Mizuho Bank, Ltd. (“Mizuho”), as administrative agent, and certain other parties thereto for an additional period of 364 days to January 28, 2021, which extension shall become effective on January 30, 2020 (the “Extension Effective Date”), subject to (a) on or prior to the Extension Effective Date (i) execution and delivery of counterparts to this Extension Agreement by all Lenders consenting to the Maturity Date Extension described herein, which consenting Lenders shall constitute Required Lenders under the Credit Agreement, and (ii) prepayment of all amounts (if any) required to be paid or prepaid pursuant to Section 2.02(a) and (c) of the Credit Agreement, (b) delivery to the Administrative Agent of a certificate dated as of the Extension Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying as to the matters set forth in Section 2.02(d) of the Credit Agreement and (c) payment of all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Extension Effective Date (including pursuant to any fee letter executed and delivered, or required to be executed and delivered, in connection with the Credit Agreement or the extension). Capitalized terms defined in the Credit Agreement are used herein with the same meaning.

Except to the extent hereby modified, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. Except as expressly provided herein, this Extension Agreement 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 Extension 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 Extension Agreement.

This Extension Agreement shall be deemed to be a Loan Document for all purposes under the Credit Agreement. This Extension Agreement shall be construed in accordance with and governed by the laws of the State of New York. This Extension Agreement 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.

[Signature Pages Follow]


MIZUHO BANK, LTD.,
as the Administrative Agent and as a Lender

By:	/s/Tracy Rahn
	Name:	Tracy Rahn
	Title:	Authorized Signatory