Common use of Term Debt Clause in Contracts

Term Debt. (a) KKR Americas XII and WBA acknowledge that (i) pursuant to the senior credit facilities of PharMerica entered into at the Closing (together with any additional or replacement credit facilities entered into by PharMerica or its Subsidiaries after the Closing in accordance with the terms of this Agreement, the “Senior Credit Facility”), KKR Americas XII and WBA, collectively, are subject to a limit on purchases of the term loans thereunder (the “Term Debt”) of 30% of the total outstanding Term Debt (such limitation, together with any analogous limitation under any documentation governing any Senior Credit Facility entered into after the Closing, the “Term Debt Limit”), and that KKR Capital Markets LLC and other debt funds managed or advised by Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its Affiliates (collectively, “KKR Debt Fund Affiliates”, which, for the avoidance of doubt, shall not be deemed to include any KKR Portfolio Company) are not subject to this limitation under the terms of the Senior Credit Facility, and (ii) pursuant to Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P.’s internal investment policy, KKR Debt Fund Affiliates, collectively, are subject to a limit on purchases of the Term Debt of 20% of the total outstanding Term Debt. KKR Americas XII and WBA are hereby agreeing to certain principles with respect to the acquisition of Term Debt by them and their Subsidiaries or certain of their Affiliates so that, to the extent any such parties purchase any Term Debt, KKR Americas XII (together with the KKR Debt Fund Affiliates), on the one hand, and the Walgreens Stockholder and its Subsidiaries, on the other hand, are able to acquire such Term Debt pro rata to their respective then Beneficial Ownership of Shares by the KKR Stockholders and the Walgreens Stockholders (the “Pro Rata Equity Holding”) while complying with the Term Debt Limit, as follows: (i) if either KKR Americas XII or WBA (or their respective Subsidiaries) wishes to purchase any Term Debt pursuant to the Senior Credit Facility (and none of the KKR Debt Fund Affiliates has previously purchased any Term Debt), the other shall be notified prior to such investment and given the opportunity to participate up to its Pro Rata Equity Holding on such date, but such combined purchases of Term Debt by KKR Americas XII and WBA (or their respective Subsidiaries) shall not exceed the Term Debt Limit; (ii) if any KKR Debt Fund Affiliate wishes to purchase any Term Debt pursuant to the Senior Credit Facility (and neither KKR Americas XII nor WBA (or their respective Subsidiaries) has previously purchased any Term Debt), it may purchase up to 20% of the total outstanding Term Debt, and WBA shall be notified following such investment and WBA (or any of its Subsidiaries) may purchase Term Debt in an amount equal to (x) its Pro Rata Equity Holding at such time multiplied by (y) the sum of the percentage of the total outstanding Term Debt purchased by KKR Debt Fund Affiliates plus 30% (i.e., such that, assuming the Pro Rata Equity Holding of each of KKR Americas XII and WBA on the date hereof, if KKR Debt Fund Affiliates purchase 20% of the total outstanding Term Debt, WBA (and its Subsidiaries) may purchase up to 15% of the total outstanding Term Debt); (iii) if either (x) KKR Americas XII and/or WBA (or their respective Subsidiaries) has purchased Term Debt (but collectively less than the Term Debt Limit) and then any KKR Debt Fund Affiliate wishes to purchase Term Debt or (y) KKR Debt Fund Affiliates have purchased Term Debt (up to 20% of the total outstanding Term Debt) and then KKR Americas XII and/or WBA (or their respective Subsidiaries) wishes to purchase Term Debt, the party (or parties) that wish to purchase Term Debt will notify the other parties and the parties will coordinate with respect to the next purchase(s) of Term Debt to ensure that WBA (and its Subsidiaries) will be able to purchase (at that time or going forward) Term Debt up to its Pro Rata Equity Holding at such time of the aggregate amount of the Term Debt purchased (or to be purchased) by KKR Americas XII, the KKR Debt Fund Affiliates and WBA (and its Subsidiaries) in compliance with the Term Debt Limit, it being understood that, in order to achieve such outcome KKR Debt Fund Affiliates may be required to suspend or cease further purchases of Term Debt; (iv) if (x) the Term Debt Limit has been reached and (y) WBA (and its Affiliates) has not previously been afforded the opportunity to purchase Term Debt up to its Pro Rata Equity Holding, then KKR Americas XII (and/or the KKR Debt Fund Affiliates) that have purchased Term Debt shall promptly sell, in one or more transactions (and to one or more parties that are not WBA or its Affiliates), an amount of Term Debt such that if WBA (or its Affiliates) were to purchase the same amount of Term Debt, WBA and its Affiliates would own its Pro Rata Equity Holding of the Term Debt; (v) if (x) the Term Debt Limit has been reached and (y) KKR Americas XII (together with the KKR Debt Fund Affiliates) have not previously been afforded the opportunity to purchase Term Debt up to their Pro Rata Equity Holding, then WBA and/or its Affiliates that have purchased Term Debt shall promptly sell, in one or more transactions (and to one or more parties that are not KKR Debt Fund Affiliates or KKR Americas XII or their respective Affiliates), an amount of Term Debt such that if KKR Americas XII (or the KKR Debt Fund Affiliates) were to purchase the same amount of Term Debt they would own their Pro Rata Equity Holding of the Term Debt; and (vi) for the avoidance of doubt, subject to compliance with the Term Debt Limit and the foregoing principles, neither KKR Americas XII nor WBA (nor any of their respective Affiliates or Subsidiaries) shall have a blocking right if it chooses not to participate in any such investment in Term Debt. (b) For the avoidance of doubt, none of the covenants in this Section 4.4 will apply to any KKR Portfolio Company or to any business of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and its Affiliates other than the KKR Debt Fund Affiliates and private equity business of KKR Americas XII and; provided that KKR Americas XII will not, directly or indirectly, cause, direct, knowingly encourage or knowingly facilitate any KKR Portfolio Company to violate the provisions of this Section 4.4. (c) The provisions of this Section 4.4 shall terminate upon the completion of an Initial Public Offering.

Term Debt. (a) KKR Americas XII and WBA acknowledge that (i) pursuant to the senior credit facilities of PharMerica entered into at the Closing (together with any additional or replacement credit facilities entered into by PharMerica or its Subsidiaries after the Closing in accordance with the terms of this Agreement, the “Senior Credit Facility”), KKR Americas XII and WBA, collectively, are subject to a limit on purchases of the term loans thereunder (the “Term Debt”) of 30% of the total outstanding Term Debt (such limitation, together with any analogous limitation under any documentation governing any Senior Credit Facility entered into after the Closing, the “Term Debt Limit”), and that KKR Capital Markets LLC and other debt funds managed or advised by Kohlberg ▇▇▇▇▇▇▇▇ Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its Affiliates (collectively, “KKR Debt Fund Affiliates”, which, for the avoidance of doubt, shall not be deemed to include any KKR Portfolio Company) are not subject to this limitation under the terms of the Senior Credit Facility, and (ii) pursuant to Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P.’s internal investment policy, KKR Debt Fund Affiliates, collectively, are subject to a limit on purchases of the Term Debt of 20% of the total outstanding Term Debt. KKR Americas XII and WBA are hereby agreeing to certain principles with respect to the acquisition of Term Debt by them and their Subsidiaries or certain of their Affiliates so that, to the extent any such parties purchase any Term Debt, KKR Americas XII (together with the KKR Debt Fund Affiliates), on the one hand, and the Walgreens Stockholder and its Subsidiaries, on the other hand, are able to acquire such Term Debt pro rata to their respective then Beneficial Ownership of Shares by the KKR Stockholders and the Walgreens Stockholders (the “Pro Rata Equity Holding”) while complying with the Term Debt Limit, as follows: (i) if either KKR Americas XII or WBA (or their respective Subsidiaries) wishes to purchase any Term Debt pursuant to the Senior Credit Facility (and none of the KKR Debt Fund Affiliates has previously purchased any Term Debt), the other shall be notified prior to such investment and given the opportunity to participate up to its Pro Rata Equity Holding on such date, but such combined purchases of Term Debt by KKR Americas XII and WBA (or their respective Subsidiaries) shall not exceed the Term Debt Limit; (ii) if any KKR Debt Fund Affiliate wishes to purchase any Term Debt pursuant to the Senior Credit Facility (and neither KKR Americas XII nor WBA (or their respective Subsidiaries) has previously purchased any Term Debt), it may purchase up to 20% of the total outstanding Term Debt, and WBA shall be notified following such investment and WBA (or any of its Subsidiaries) may purchase Term Debt in an amount equal to (x) its Pro Rata Equity Holding at such time multiplied by (y) the sum of the percentage of the total outstanding Term Debt purchased by KKR Debt Fund Affiliates plus 30% (i.e., such that, assuming the Pro Rata Equity Holding of each of KKR Americas XII and WBA on the date hereof, if KKR Debt Fund Affiliates purchase 20% of the total outstanding Term Debt, WBA (and its Subsidiaries) may purchase up to 15% of the total outstanding Term Debt); (iii) if either (x) KKR Americas XII and/or WBA (or their respective Subsidiaries) has purchased Term Debt (but collectively less than the Term Debt Limit) and then any KKR Debt Fund Affiliate wishes to purchase Term Debt or (y) KKR Debt Fund Affiliates have purchased Term Debt (up to 20% of the total outstanding Term Debt) and then KKR Americas XII and/or WBA (or their respective Subsidiaries) wishes to purchase Term Debt, the party (or parties) that wish to purchase Term Debt will notify the other parties and the parties will coordinate with respect to the next purchase(s) of Term Debt to ensure that WBA (and its Subsidiaries) will be able to purchase (at that time or going forward) Term Debt up to its Pro Rata Equity Holding at such time of the aggregate amount of the Term Debt purchased (or to be purchased) by KKR Americas XII, the KKR Debt Fund Affiliates and WBA (and its Subsidiaries) in compliance with the Term Debt Limit, it being understood that, in order to achieve such outcome KKR Debt Fund Affiliates may be required to suspend or cease further purchases of Term Debt; (iv) if (x) the Term Debt Limit has been reached and (y) WBA (and its Affiliates) has not previously been afforded the opportunity to purchase Term Debt up to its Pro Rata Equity Holding, then KKR Americas XII (and/or the KKR Debt Fund Affiliates) that have purchased Term Debt shall promptly sell, in one or more transactions (and to one or more parties that are not WBA or its Affiliates), an amount of Term Debt such that if WBA (or its Affiliates) were to purchase the same amount of Term Debt, WBA and its Affiliates would own its Pro Rata Equity Holding of the Term Debt; (v) if (x) the Term Debt Limit has been reached and (y) KKR Americas XII (together with the KKR Debt Fund Affiliates) have not previously been afforded the opportunity to purchase Term Debt up to their Pro Rata Equity Holding, then WBA and/or its Affiliates that have purchased Term Debt shall promptly sell, in one or more transactions (and to one or more parties that are not KKR Debt Fund Affiliates or KKR Americas XII or their respective Affiliates), an amount of Term Debt such that if KKR Americas XII (or the KKR Debt Fund Affiliates) were to purchase the same amount of Term Debt they would own their Pro Rata Equity Holding of the Term Debt; and (vi) for the avoidance of doubt, subject to compliance with the Term Debt Limit and the foregoing principles, neither KKR Americas XII nor WBA (nor any of their respective Affiliates or Subsidiaries) shall have a blocking right if it chooses not to participate in any such investment in Term Debt. (b) For the avoidance of doubt, none of the covenants in this Section 4.4 will apply to any KKR Portfolio Company or to any business of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and its Affiliates other than the KKR Debt Fund Affiliates and private equity business of KKR Americas XII and; provided that KKR Americas XII will not, directly or indirectly, cause, direct, knowingly encourage or knowingly facilitate any KKR Portfolio Company to violate the provisions of this Section 4.4. (c) The provisions of this Section 4.4 shall terminate upon the completion of an Initial Public Offering.