0000950109-01-504387.txt : 20011026 0000950109-01-504387.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950109-01-504387 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20011019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCEBERGEN CORP CENTRAL INDEX KEY: 0001140859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 233079390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942 FILM NUMBER: 1762995 BUSINESS ADDRESS: STREET 1: 1800 MORRIS DRIVE, SUITE 100 CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 BUSINESS PHONE: 6107277000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL INITIATIVES INC CENTRAL INDEX KEY: 0001161198 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593550338 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-01 FILM NUMBER: 1762922 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT SYSTEMS OF AMERICA INC CENTRAL INDEX KEY: 0001161195 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 621736907 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-02 FILM NUMBER: 1762923 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDP PROPERTIES INC CENTRAL INDEX KEY: 0001161192 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 956054644 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-03 FILM NUMBER: 1762924 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOS ANGELES DRUG CORP CENTRAL INDEX KEY: 0001161189 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-04 FILM NUMBER: 1762925 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAD DRUG CORP CENTRAL INDEX KEY: 0001161188 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-05 FILM NUMBER: 1762926 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KS INSTRUMENT CORP CENTRAL INDEX KEY: 0001161186 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132611846 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-06 FILM NUMBER: 1762927 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEPLEX INC CENTRAL INDEX KEY: 0001161183 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330682992 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-07 FILM NUMBER: 1762928 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE CORP /DE/ CENTRAL INDEX KEY: 0001161305 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-08 FILM NUMBER: 1762929 BUSINESS ADDRESS: STREET 1: 1300 MORRIS DRIVE STREET 2: SUITE 100 CITY: CHESTERBROOK STATE: PA ZIP: 19087 BUSINESS PHONE: 6107277000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUNNINGTON DRUG INC CENTRAL INDEX KEY: 0001003760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 223122469 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-11 FILM NUMBER: 1762932 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL HEALTH INDUSTRIES INC CENTRAL INDEX KEY: 0000064596 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391140633 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-75 FILM NUMBER: 1762998 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED COMMERCIALIZATION SOLUTIONS INC/CA CENTRAL INDEX KEY: 0001062258 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752758166 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-77 FILM NUMBER: 1763000 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DURR FILLAUER MEDICAL INC CENTRAL INDEX KEY: 0000030645 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 630063220 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-09 FILM NUMBER: 1762930 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FORMER COMPANY: FORMER CONFORMED NAME: DURR DRUG CO INC DATE OF NAME CHANGE: 19730412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DD WHOLESALE INC CENTRAL INDEX KEY: 0001003759 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043133621 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-10 FILM NUMBER: 1762931 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUNNINGTON RX SERVICES OF RHODE ISLAND INC CENTRAL INDEX KEY: 0001003761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 500460848 STATE OF INCORPORATION: RI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-12 FILM NUMBER: 1762933 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUNNINGTON RX SERVICES OF MASSACHUSETTS INC CENTRAL INDEX KEY: 0001003762 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043122469 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-13 FILM NUMBER: 1762934 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRUG SERVICE INC CENTRAL INDEX KEY: 0001161185 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 770003551 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-14 FILM NUMBER: 1762935 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS PHARMACIES LICENSING CO LLC CENTRAL INDEX KEY: 0001161182 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 331825502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-15 FILM NUMBER: 1762936 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS PHARMACIES OF HAWAII LP CENTRAL INDEX KEY: 0001161180 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330854316 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-16 FILM NUMBER: 1762937 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS PHARMACIES LLC CENTRAL INDEX KEY: 0001161179 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251825501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-17 FILM NUMBER: 1762938 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS PHARMACY SERVICES INC CENTRAL INDEX KEY: 0001161177 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 592919363 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-18 FILM NUMBER: 1762939 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACY HEALTHCARE SOLUTIONS LTD CENTRAL INDEX KEY: 0001161228 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752661419 STATE OF INCORPORATION: TX FISCAL YEAR END: 0901 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-19 FILM NUMBER: 1762940 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUDNICK JAMES CO INC CENTRAL INDEX KEY: 0001161227 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363926923 STATE OF INCORPORATION: DE FISCAL YEAR END: 0901 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-20 FILM NUMBER: 1762941 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH SERVICES CAPITAL CORP CENTRAL INDEX KEY: 0001161226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510294301 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-21 FILM NUMBER: 1762942 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL DRUG CO CENTRAL INDEX KEY: 0001161225 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 361124740 STATE OF INCORPORATION: IL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-22 FILM NUMBER: 1762943 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CD SMITH HEALTHCARE INC CENTRAL INDEX KEY: 0001161224 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 440437360 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-23 FILM NUMBER: 1762944 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE SALES CORP CENTRAL INDEX KEY: 0001161223 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232892148 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-24 FILM NUMBER: 1762945 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE HERITAGE CORP CENTRAL INDEX KEY: 0001161222 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510382309 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-25 FILM NUMBER: 1762946 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001161221 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521489606 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-26 FILM NUMBER: 1762947 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIDYNE CORP CENTRAL INDEX KEY: 0001161220 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223285528 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-27 FILM NUMBER: 1762948 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASH GROUP INC CENTRAL INDEX KEY: 0001161219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521663991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-28 FILM NUMBER: 1762949 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN CO CENTRAL INDEX KEY: 0001161218 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330056791 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-29 FILM NUMBER: 1762950 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMESYS INC CENTRAL INDEX KEY: 0001161217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593143128 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-30 FILM NUMBER: 1762951 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACY CORP OF AMERICA MASSACHUSETTS INC CENTRAL INDEX KEY: 0001161213 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 710776297 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-31 FILM NUMBER: 1762952 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STADT SOLUTIONS LLC CENTRAL INDEX KEY: 0001161216 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330810294 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-32 FILM NUMBER: 1762953 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER PHARMACY INC CENTRAL INDEX KEY: 0001161215 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582006361 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-33 FILM NUMBER: 1762954 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMERICA DRUG SYSTEMS INC CENTRAL INDEX KEY: 0001161214 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521198121 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-34 FILM NUMBER: 1762955 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001161212 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 860362826 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-35 FILM NUMBER: 1762956 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROMBROS DRUG CENTER INC CENTRAL INDEX KEY: 0001161211 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 520748791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-36 FILM NUMBER: 1762957 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIGHTPAK INC CENTRAL INDEX KEY: 0001161210 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330861592 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-37 FILM NUMBER: 1762958 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTRAN SYSTEMS INC CENTRAL INDEX KEY: 0000872412 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 930675109 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-38 FILM NUMBER: 1762959 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS PHARMACIES OF CALIFORNIA LP CENTRAL INDEX KEY: 0001161196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330849535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-39 FILM NUMBER: 1762960 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUSCRIPT INC CENTRAL INDEX KEY: 0001161193 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 133089063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-40 FILM NUMBER: 1762961 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICE MEDICAL INC CENTRAL INDEX KEY: 0001161191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 611152185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-41 FILM NUMBER: 1762963 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ADVERTISING INC CENTRAL INDEX KEY: 0001161187 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 953684102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-42 FILM NUMBER: 1762964 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTONE PHARMACY OF DELAWARE INC CENTRAL INDEX KEY: 0001161181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 521191584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-43 FILM NUMBER: 1762965 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC OPERATING SUB INC CENTRAL INDEX KEY: 0001161178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330845757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-44 FILM NUMBER: 1762966 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN BRUNSWIG REALTY SERVICES INC CENTRAL INDEX KEY: 0001161176 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-45 FILM NUMBER: 1762967 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ACQUISITION CORP CENTRAL INDEX KEY: 0001003691 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 710765364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-46 FILM NUMBER: 1762968 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWNSTONE PHARMACY INC CENTRAL INDEX KEY: 0001003756 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-47 FILM NUMBER: 1762969 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSTA CARE PHARMACY SERVICES CORP CENTRAL INDEX KEY: 0001003716 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 591817412 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-48 FILM NUMBER: 1762970 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSTA CARE HOLDINGS INC CENTRAL INDEX KEY: 0001003708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 592213553 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-49 FILM NUMBER: 1762971 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE PRESCRIPTION SERVICE INC CENTRAL INDEX KEY: 0001003692 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 351868731 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-50 FILM NUMBER: 1762972 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME MEDICAL EQUIPMENT HEALTH CO CENTRAL INDEX KEY: 0001161201 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954506229 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-51 FILM NUMBER: 1762973 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN BARN INC CENTRAL INDEX KEY: 0001161200 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330883533 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-52 FILM NUMBER: 1762974 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOTS PHARMACY & ORTHOPEDIC SUPPLY INC CENTRAL INDEX KEY: 0001161199 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-53 FILM NUMBER: 1762975 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOTS GOODIES INC CENTRAL INDEX KEY: 0001161197 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860561754 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-54 FILM NUMBER: 1762976 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOT WESTBRIDGE PHARMACY INC CENTRAL INDEX KEY: 0001161194 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860785205 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-55 FILM NUMBER: 1762977 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOT NURSING HOME PHARMACY INC CENTRAL INDEX KEY: 0001161190 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860785205 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-56 FILM NUMBER: 1762978 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY CENTER PHARMACY INC CENTRAL INDEX KEY: 0001161184 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251555759 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-57 FILM NUMBER: 1762979 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92869 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC TRANSPORTATION CO CENTRAL INDEX KEY: 0001161209 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330183052 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-58 FILM NUMBER: 1762980 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC SPECIAL PACKAGING INC CENTRAL INDEX KEY: 0001161208 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330851593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-59 FILM NUMBER: 1762981 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC PACKING CORP CENTRAL INDEX KEY: 0001161207 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330861595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-60 FILM NUMBER: 1762982 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC LABORATORIES CENTRAL INDEX KEY: 0001161206 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952657727 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-61 FILM NUMBER: 1762983 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASD SPECIALTY HEALTHCARE INC CENTRAL INDEX KEY: 0001161205 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330800482 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-62 FILM NUMBER: 1762984 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASD HEMOPHILIA MANAGEMENT LLC CENTRAL INDEX KEY: 0001161204 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330843562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-63 FILM NUMBER: 1762985 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASD HEMOPHILIA PROGRAM LP CENTRAL INDEX KEY: 0001161203 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330843563 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-64 FILM NUMBER: 1762986 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN BRUNSWIG DRUG CO CENTRAL INDEX KEY: 0001161202 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952574740 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-65 FILM NUMBER: 1762987 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE HEALTH SERVICES INC CENTRAL INDEX KEY: 0001003735 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223226432 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-66 FILM NUMBER: 1762988 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE HEALTH SERVALLIANCE HEALTH SERVICES INC DATE OF NAME CHANGE: 19951120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE HOME HEALTH CARE INC CENTRAL INDEX KEY: 0001003738 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061341698 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-67 FILM NUMBER: 1762989 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE HEALTH SERVALLIANCE HOME HEALTH CARE INC DATE OF NAME CHANGE: 19951120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACY DYNAMICS GROUP INC CENTRAL INDEX KEY: 0001003663 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 650166808 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-68 FILM NUMBER: 1762990 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMERICA INC CENTRAL INDEX KEY: 0000792932 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 112310352 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-69 FILM NUMBER: 1762991 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FORMER COMPANY: FORMER CONFORMED NAME: CAPSTONE PHARMACY SERVICES INC DATE OF NAME CHANGE: 19951207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUE APOTHECARIES INC CENTRAL INDEX KEY: 0001161230 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752660314 STATE OF INCORPORATION: TX FISCAL YEAR END: 0901 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-70 FILM NUMBER: 1762992 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001161229 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 361124740 STATE OF INCORPORATION: DE FISCAL YEAR END: 0901 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-71 FILM NUMBER: 1762993 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN BRUNSWIG CORP CENTRAL INDEX KEY: 0000011454 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 221444512 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-72 FILM NUMBER: 1762994 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92668 FORMER COMPANY: FORMER CONFORMED NAME: BERGEN DRUG CO INC DATE OF NAME CHANGE: 19690409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACY CORP OF AMERICA INC CENTRAL INDEX KEY: 0000355531 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953849613 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-73 FILM NUMBER: 1762996 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92868 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MEDICAL GROWTH CORP DATE OF NAME CHANGE: 19830402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN DRUG CORP/DE/ CENTRAL INDEX KEY: 0000092484 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000986055 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-74 FILM NUMBER: 1762997 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DR. CITY: ORANGE STATE: CA ZIP: 92868 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNI MED B INC CENTRAL INDEX KEY: 0001003659 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 061303450 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71942-76 FILM NUMBER: 1762999 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92868 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 5111 ROGERS AVENUE STREET 2: SUITE 40-A CITY: FORT SMITH STATE: AK ZIP: 72919-0155 S-4 1 ds4.txt FORM S-4 As filed with the Securities and Exchange Commission on [_] [_], 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ___________________ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ AmerisourceBergen Corporation (Exact name of Registrant as specified in its charter) Delaware 5122 23-3079390 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification No.)
___________________ 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087-5594 (610) 727-7000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ___________________ See Table of Additional Registrants Below ___________________ R. David Yost President and Chief Executive Officer AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087-5594 (610) 727-7000 (Name, address including zip code, and telephone number, including area code, of agent for service) ___________________ With a Copy to: John D. LaRocca, Esq. Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania, 19103 (215) 994-4000 ___________________ Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Amount to Maximum Aggregate Title of each Class be Offering Price Offering Amount of of Securities to be Registered Registered Per Unit Price (1) Registration Fee (2) 8 1/8% Senior Notes $500,000,000 100% 500,000,000 $125,000 due 2008............................... Guarantees(2).......................... $500,000,000 ---- ---- (3)
(1) Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee. (2) The other companies listed in the Table of Additional Registrants below have guaranteed, jointly and severally, the 8 1/8 % Senior Notes Due 2008 being registered hereby. The Guarantors are registering the Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the Guarantees. (3) Not applicable. The Registrants hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. AmerisourceBergen Corporation Table of Additional Registrants
Primary Standard Industrial State of Incorporation Classification IRS Employer Name or Organization Code Number Identification No. ---- ---------------------- ---------- ------------------ AmeriSource Corporation Delaware 5122 23-2353106 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 AmeriSource Health Corporation Delaware 5122 23-2546940 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 AmeriSource Health Services Corporation Delaware 5122 52-1489606 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 AmeriSource Heritage Corporation Delaware 5122 51-0382309 1403 Foulk Road, Suite 106 Wilmington, DE 19803 (610) 727-7000 AmeriSource Sales Corporation Delaware 5122 23-2892148 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 Alliance Health Services, Inc. Delaware 6719 22-3226432 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Alliance Home Health Care, Inc Connecticut 6719 06-1341698 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 ASD Hemophilia Program, L. P. California 5129 33-0843563 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
ASD Hemophilia Management, LLC Delaware 5129 33-0843562 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 ASD Specialty Healthcare, Inc. California 5129 33-0800482 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 BBC Laboratories California 6719 95-2657727 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 BBC Packing Corporation Delaware 6719 33-0861595 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 BBC Special Packaging, Inc. Delaware 6719 33-0851593 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 BBC Transportation Company California 6719 33-0183052 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Bergen Brunswig Corporation New Jersey 5129 22-1444512 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Bergen Brunswig Drug Company California 5129 95-2574740 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Bergen Brunswig Realty Services, Inc. California 6719 94-1353448 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 BBC Operating Sub, Inc. Delaware 6719 33-0845757 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
Beverly Acquisition Corporation Delaware 6719 71-0765364 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Brownstone Pharmacy, Inc. Connecticut 8099 06-0765364 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Capstone Pharmacy of Delaware, Inc. Maryland 5912 52-1191584 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 CD Smith Healthcare, Inc. Missouri 5122 44-0437360 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 Century Advertising, Inc. California 6719 95-3684102 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Choice Medical, Inc. Kentucky 5734 61-1152185 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Computran Systems, Inc. Oregon 8099 93-0675109 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Compuscript, Inc New York 5129 13-3089063 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Corrections Pharmacies of California, LP Delaware 6719 33-0849535 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Corrections Pharmacies L.L.C. Delaware 6719 25-1825501 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
Corrections Pharmacies of Hawaii, LP Delaware 6719 33-0854316 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Corrections Pharmacies Licensing Company, LLC Delaware 6719 33-1825502 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 DD Wholesale, Inc. Massachusetts 6719 04-3133621 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Drug Service, Inc. California 6719 77-0003551 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Dunnington Drug, Inc. Delaware 6719 22-3122469 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Dunnington Rx Services of Massachusetts, Inc. Massachusetts 6719 04-3122469 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Dunnington Rx Services of Rhode Island, Inc. Rhode Island 8099 05-0460848 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Durr-Fillauer Medical, Inc. Delaware 6599 63-0063220 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Express Pharmacy Services, Inc. Florida 6719 59-2919363 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Family Center Pharmacy, Inc. Pennsylvania 5912 25-1555759 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
General Drug Company Illinois 5122 36-1124740 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 Goot Nursing Home Pharmacy, Inc. Arizona 5912 86-0785205 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Goot Westbridge Pharmacy, Inc. Arizona 6719 86-0588776 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Goot's Goodies, Inc. Arizona 5499 86-0561754 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Goot's Pharmacy & Orthopedic Supply, Inc. Arizona 6719 None 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Green Barn, Inc. Delaware 6599 33-0883533 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Health Services Capital Corporation Delaware 6719 51-0294301 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 Healthcare Prescription Services, Inc. Indiana 6719 35-1868731 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Home Medical Equipment Health Company California 6719 95-4506229 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
Insta-Care Holdings, Inc. Florida 6719 59-2213553 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Insta-Care Pharmacy Services Corporation Texas 8099 59-1817412 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Integrated Commercialization Solutions, Inc. California 5129 75-2758166 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Inteplex, Inc. California 7379 33-0682992 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 James Brudnick Company, Inc. Delaware 5122 36-3926923 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 K/S Instrument Corp. New Jersey 6719 13-2611846 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 LAD Drug Corporation California 6719 None 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Los Angeles Drug Corporation California 6719 None 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 MDP Properties, Inc. California 6719 95-6054644 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Management Systems of America, Inc. Delaware 8099 62-1736907 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
Medical Health Industries, Inc. Delaware 6719 39-1140633 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Medical Initiatives, Inc. Florida 8099 59-3550338 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Medidyne, Corp New Jersey 5129 22-3285528 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Omni Med B, Inc. Connecticut 6719 06-1303450 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Pharmacy Dynamics Group, Inc Florida 6719 65-0166808 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Pharmacy Corporation of America, Inc. California 8099 95-3849613 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Pharmacy Corporation of America Delaware 8099 71-0776297 -Massachusetts, Inc. 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Pharmacy Healthcare Solutions, Ltd. Texas 5122 75-2661419 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 PharMerica, Inc. Delaware 5122 11-2310352 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 PharMerica Drug Systems, Inc. Maryland 8099 52-1198121 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Premier Pharmacy, Inc. Delaware 8099 58-2006361 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 RightPak, Inc. Delaware 3399 33-0861592 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000
Rombro's Drug Center, Inc. Maryland 6719 52-0748791 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 SBS Pharmaceuticals, Inc. Delaware 5122 36-1124740 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000 Southwest Pharmacies, Inc. Arizona 8099 86-0362826 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Southwestern Drug Corporation Texas 6719 00-0986055 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Stadt Solutions, LLC Delaware 5122 33-0810294 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Tmesys, Inc. Florida 8099 59-3143128 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 The Allen Company Florida 6719 33-0056791 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 The Lash Group, Inc. Delaware 5416 52-1663991 4000 Metropolitan Drive Orange, CA 92868 (714) 385-4000 Value Apothecaries, Inc. Texas 6719 75-2660314 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (610) 727-7000
TABLE OF CONTENTS Forward-Looking Statements........................... xi The Exchange Offer................................... 48 Summary Unaudited Pro Forma Consolidated Management........................................... 56 Financial Data AmerisourceBergen.................... 11 Ownership Of Capital Stock........................... 58 Summary Historical Financial Data AmeriSource........ 14 Description Of Capital Stock......................... 58 Summary Historical Financial Data Bergen............. 16 Description Of Other Indebtedness.................... 58 Risk Factors......................................... 19 Description Of Notes................................. 64 Merger And Related Transactions...................... 25 Certain United States Federal Tax Consequences....... 106 Use Of Proceeds...................................... 27 Plan Of Distribution................................. 110 Calculation of Ratio of Earnings to Fixed Charges.... 27 Where You Can Find Additional Information............ 111 AmerisourceBergen Corporation Unaudited Pro Forma Legal Matters........................................ 111 Consolidated Condensed Financial Information........ 28 Experts.............................................. 111 AmeriSource And Bergen Selected Consolidated Incorporation Of Documents By Reference.............. 112 Financial Data...................................... 36 Index To Consolidated Balance Sheet.................. F-1 Business............................................. 40
You should rely only on the information contained in this prospectus and any supplement, including the periodic reports and other information we file with the Securities and Exchange Commission or to which we have referred you. See "Where you Can Find Additional Information". We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or any supplement. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this prospectus that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions, in this prospectus to identify forward-looking statements. These forward-looking statements are made based on our management's -i- expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: . acquisitions and dispositions; . changes in general economic, business and industry conditions; . changes in pharmaceutical manufacturer pricing and distribution policies; . changes in political and social conditions and local regulations; . significant litigation; . changes in sales mix; . competition; . disruptions of established supply channels; . degree of acceptance of new products; . difficulty of forecasting sales at various times in various markets; . the availability, terms and deployment of capital; and . the other factors discussed below under the heading "Risk Factors" and elsewhere in this prospectus. All of our forward-looking statements should be considered in light of these factors. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise. -ii- SUMMARY The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the accompanying notes) appearing elsewhere or incorporated by reference in this prospectus. Unless the context otherwise requires: . "we," "us," "AmerisourceBergen" and "the Company" refer to AmerisourceBergen Corporation and its subsidiaries on a consolidated basis after the merger described below. . "AmeriSource" refers to AmeriSource Health Corporation and its subsidiaries on a consolidated basis. . "Bergen" refers to Bergen Brunswig Corporation and its subsidiaries on a consolidated basis. . "Pro forma" means adjusted as if the following had been completed as of the beginning of the relevant time period: (i) the merger; (ii) the offering of the old notes; (iii) the repayment of amounts outstanding under the former credit facilities of AmeriSource and Bergen; (iv) the closing of the new credit facility; (v) the repurchase of approximately $184.6 million of PharMerica notes tendered under the terms of the tender offer described below and (vi) the repurchase of all outstanding Durr-Fillauer debentures pursuant to the terms of the change of control offer described below. . All industry statistics in this prospectus were obtained from data prepared or provided by the National Wholesale Druggists' Association and other recognized industry sources. The Exchange Offer On August 14, 2001, we issued and sold $500.0 million aggregate principal amount of Series A 8 1/8% Senior Notes Due 2008, referred to as the old notes. In connection with that sale, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes. As required by the registration rights agreement, we are offering to exchange $500.0 million aggregate principal amount of our new Series B 8 1/8% Senior Notes Due 2008, referred to as the new notes, the issuance of which will be registered under the Securities Act, for a like aggregate principal amount of our old notes. We refer to this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the exchange offer. You are entitled to exchange your old notes for new notes. We urge you to read the discussions under the headings "The Exchange Offer" and "The New Notes" in this Summary for further information regarding the exchange offer and the new notes. AmerisourceBergen We are a leading national wholesale distributor of pharmaceutical products and related healthcare services and solutions with pro forma operating revenue (excluding bulk shipments) of approximately $30 billion, pro forma adjusted earnings before interest expense, taxes, depreciation and amortization ("Adjusted EBITDA" as defined below) of approximately $584 million and pro forma operating income of approximately $426 million for the fiscal year ended September 30, 2000. -1- We were formed in March 2001 when AmeriSource and Bergen (the "predecessor companies") announced their intent to combine in a merger-of-equals to form our company. The merger will enable us to significantly enhance our competitive position with: . enhanced scale of operations; . operating and administrative cost savings; . improved purchasing efficiencies; . improved working capital management; and . broadened product offering. The merger occurred on August 29, 2001. As a result of the merger, we expect to achieve estimated cost savings of approximately $150 million per year by the end of the third year following the merger from, among other things, the consolidation of distribution facilities and related working capital improvements, the elimination of duplicative administrative functions and generic inventory purchasing efficiencies. We also expect to benefit from lower financing costs as a result of the combination. Our greater scale of operations enhances our competitive position in our core wholesale pharmaceutical distribution business through improved access to capital, enhanced purchasing efficiencies and a broader service offering to our customers. We have several initiatives to provide additional value-added services to our customers including pharmaceutical packaging, management information and consulting services and specialty pharmaceutical product distribution and services. Our businesses operate in two segments. The first segment, pharmaceutical distribution, includes our core wholesale pharmaceutical drug distribution business, ASD Specialty Healthcare--our pharmaceutical alternate site distribution business and American Health Packaging--our pharmaceutical repackaging business. Pharmaceutical distribution also includes a number of smaller specialty units in areas such as management reimbursement consulting services and third party logistics services for pharmaceutical manufacturers. Our second operating segment is PharMerica, a leading national provider of institutional pharmacy services in long-term care and alternate site settings. PharMerica also provides mail-order pharmacy services to chronically and catastrophically ill patients under workers' compensation programs. We are attractively positioned in the market as the only national wholesale pharmaceutical distributor exclusively focused on pharmaceutical product distribution, services and solutions. We serve the following major market segments: . acute care hospitals and health systems; . independent retail pharmacies; . the alternate site market; and . national and regional retail pharmacy chains. We currently serve customers through a geographically diverse network of distribution centers in the United States. We are typically the primary source of supply for pharmaceutical and related products to our customers. We offer a broad range of solutions to our customers and suppliers designed to enhance the efficiency and effectiveness of their operations, allowing them to improve the delivery of healthcare to patients and consumers and lower overall costs in the pharmaceutical supply chain. Our customer base is geographically diverse and balanced with no single customer representing more than 7.3% of pro forma fiscal 2000 operating revenue. The merger combined two companies with complementary customer bases that have minimal overlap. We have one of the leading market positions in the acute care hospital and health systems market, which represented approximately 30% of pro forma fiscal 2000 operating revenue, and the independent retail pharmacy market, which represented approximately 29% of pro forma fiscal 2000 operating -2- revenue. We also have a strong presence with national and regional retail pharmacy chains, which represented 17% of our pro forma fiscal 2000 operating revenue. In the attractive alternate site market, we supply pharmaceuticals and other related products and services to the oncology, nephrology, vaccine, plasma and other specialty healthcare markets. We serve a continuum of customers including physicians' offices and clinics, skilled nursing facilities, mail- order facilities, assisted living centers and chronically ill patients. We also provide plasma products to acute care hospitals. The alternate site market represented approximately 24% of pro forma fiscal 2000 operating revenue. Industry Overview We have benefited from the significant growth of the full service wholesale drug industry in the United States. According to an independent third party provider of information to the pharmaceutical and healthcare industry, industry sales grew from approximately $68 billion in 1995 to approximately $140 billion in 2000 and are expected to grow to approximately $264 billion in 2005. The factors contributing to the growth of the full service wholesale drug industry in the United States, and other favorable industry trends, include: . an aging population; . the introduction of new pharmaceuticals; . the increased use of outpatient drug therapy; . rising pharmaceutical prices; and . the expiration of patents for brand name pharmaceuticals. We expect wholesale drug revenue, gross margins and profitability will continue to benefit from these trends. For example, sales of pharmaceuticals to individuals over age 65, who suffer from greater incidence of chronic illnesses and disabilities and account for higher annual pharmaceutical expenditures, are expected to increase. The population in this age group is projected to increase from 35 million in 2000 to more than 39 million by the year 2010. Also, the introduction of new compounds through traditional research and development as well as the advent of new research, production and delivery methods, such as biotechnology and gene research and therapy, have been responsible for significant increases in pharmaceutical sales. We expect this trend to continue as manufacturers strive to generate new compounds and delivery methods that are more effective in treating diseases. We also expect that, consistent with historical trends, price increases on pharmaceutical products will continue to equal or exceed the overall Consumer Price Index. These price increases create opportunities for appreciation on inventory acquired in advance of price increases, thereby enhancing profitability. We also believe that gross profit margins will be favorably impacted as a significant number of patents for widely-used brand name pharmaceutical products will expire in the next several years, as generic products have historically provided a greater gross profit margin opportunity than brand name products. Business Strategy AmerisourceBergen's business strategy is anchored in national pharmaceutical distribution and services, reinforced by the value-added healthcare solutions we provide our customers and suppliers. This focused strategy has significantly expanded our predecessors' businesses over the past five years and we believe we are well-positioned to continue to grow revenue and increase operating income through the execution of the following key elements of our business strategy: . Continue Growth in Existing Markets. We believe that we are well- positioned to continue to grow in our existing markets by: (i) providing superior distribution services to our customers and suppliers and (ii) delivering specific programs and services unique to each of our customer groups. We strive to provide exceptional service to our customers, which is reflected in the consistently high rankings achieved by our predecessor companies in recent customer surveys. -3- . Expand Growth Opportunities through Healthcare Solutions for Customers. We are continually enhancing our services and packaging these services into programs designed to enable customers to improve sales and compete more effectively. As a result of the merger, we will broaden the range of value-added solutions that AmeriSource and Bergen offered their customers. We expect to integrate complementary AmeriSource and Bergen services and programs, such as generic purchasing programs, independent retail pharmacy marketing programs and customer order and inventory management systems offered to retail pharmacies, into a comprehensive solution package consisting of the best features of existing services and programs. We intend to market these solutions to existing customers and to use the increased range of services to attract new customers. . Expand Growth Opportunities through Healthcare Solutions for Suppliers. We have been developing solutions for suppliers to improve the efficiency of the healthcare supply chain. Programs for suppliers to assist with rapid new product launches, promotional and marketing services to accelerate product sales, custom packaging, and product data reporting are examples of value-added solutions currently offered. We believe these services will continue to expand, further contributing to our revenue and income growth. We also intend to acquire companies that deliver complementary value-added products and services to our existing customers and suppliers. . Improve Operating and Capital Efficiencies. We believe we already have one of the lowest operating cost structures among our major national competitors. We expect to lower our cost structure further as we consolidate our existing distribution facility network and establish new, more efficient distribution centers. We also intend to further reduce operating expenses as a percentage of revenue by eliminating duplicate administrative functions. These measures are designed to reduce marginal operating costs, to provide greater access to financing sources and to reduce the cost of capital. In addition, we believe we will continue to achieve productivity and operating income gains as we invest in and continue to implement warehouse automation technology, adopt "best practices" in warehousing activities and increase operating leverage due to increased volume per full service distribution facility. -4- The Merger and Related Transactions On March 16, 2001, AmeriSource and Bergen entered into an Agreement and Plan of Merger, pursuant to which AmeriSource and Bergen would be combined in a merger-of-equals to form AmerisourceBergen. The closing of the merger occurred on August 29, 2001. We believe that the combined strengths of AmeriSource and Bergen will enable us to achieve significant operating efficiencies and produce substantial benefits for our customers and stockholders. By combining the companies, we believe we will create the potential for stronger operating results and a stronger financial condition than either company could achieve on its own. We refinanced the former senior secured credit facilities of AmeriSource and Bergen, which had outstanding balances of $80.9 and $469.6 million, respectively, at June 30, 2001, and the PharMerica debt described below with the proceeds of the offering of the old notes together with borrowings under a new credit facility with a syndicate of banks led by The Chase Manhattan Bank, an affiliate of J.P. Morgan Securities Inc., and Bank of America, N.A., an affiliate of Banc of America Securities LLC. The new credit facility provides an aggregate commitment of $1.3 billion, of which $1.0 billion consists of revolving loan commitments and $300.0 million consists of term loan commitments. We commenced a change of control offer with respect to Bergen's $20.6 million aggregate principal amount of 7% convertible subordinated debentures due 2006 originally issued by Durr-Fillauer Medical Inc., a subsidiary of Bergen, pursuant to the terms of the applicable indenture. In connection with the merger, we refinanced the outstanding debt securities of Bergen's PharMerica subsidiary through a tender offer. On July 17, 2001, PharMerica commenced the tender offer. Approximately $184.6 million of PharMerica notes were tendered pursuant to the tender offer. The remaining $123.5 million of PharMerica notes may be tendered pursuant to the change of control offer described below. In connection with the tender offer, PharMerica successfully solicited consents from the holders of the PharMerica notes to eliminate substantially all of the restrictive covenants in the indenture relating to such notes, including a covenant restricting PharMerica's ability to guarantee the new notes offered in exchange for the old notes hereby. The obligation of PharMerica to purchase notes in the tender was conditioned upon, among other things, (i) the consummation of the merger and (ii) the consummation of offering of the old notes. The offering of the old notes was not conditioned upon consummation of the tender offer, but the release from escrow of the funds from the sale of the old notes was conditioned upon PharMerica and certain of our subsidiaries becoming a guarantor of the old and the new notes. Since all of the PharMerica notes were not tendered pursuant to the tender offer, we were required to make a change of control offer to holders of the PharMerica notes at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. Cash funding requirements on a pro forma basis as of June 30, 2001 to consummate the refinancings and pay costs associated with the merger were $913.8 million, which were provided by: (i) $413.8 million of borrowings under the new credit facility, of which $113.8 million consisted of revolving credit borrowings and $300.0 million consisted of term loans and (ii) $500.0 million of gross proceeds from the issuance of the old notes. The refinancing of the former secured credit facilities, the PharMerica debt, the Durr-Fillauer debentures, the borrowings under the new credit facility and the offering of the old notes are referred to herein as the "financings." The following table sets forth the sources and uses of funds for these transactions assuming that (i) all Durr-Fillauer debentures are repurchased and (ii) $184.6 million of the PharMerica notes were properly tendered and not withdrawn pursuant to the tender offer.
Amount ----------------- Source of Funds: (in millions) 8 1/8% Senior Notes due 2008..................................................... $500.0 Revolving borrowings under new credit facility................................... 113.8 Term loans under new credit facility............................................. 300.0 ---------------- Total sources................................................................. $913.8 ================
-5- Uses of Funds: Refinancing of AmeriSource's and Bergen's former outstanding bank debt(1)........ $550.5 Repurchase of outstanding PharMercia notes(2).................................... 184.6 Repurchase of all outstanding Durr-Fillauer debentures(3)........................ 20.6 Merger and financing costs(4).................................................... 158.1 ---------------- Total uses.................................................................... $913.8 ================
_____________ (1) Based upon amounts outstanding at June 30, 2001. (2) Includes the PharMerica notes that were repurchased and cancelled pursuant to the tender offer, but excludes the applicable premium and consent fees that were included in fees and expenses. Excludes any PharMerica notes which may be repurchased and cancelled pursuant to a change of control offer. (3) Includes the balance of the Durr-Fillauer debentures that are expected to be repurchased and cancelled pursuant to a change of control offer. (4) Includes estimated payments pursuant to executive compensation agreements, merger transaction fees and fees associated with the financings. -6- The Exchange Offer Securities Offered........................ $500,000,000 aggregate principal amount of 8 1/8% Senior Notes Due 2008. The terms of the new notes and old notes are identical in all material respects, except for transfer restrictions and registration rights relating to the old notes. The Exchange Offer........................ We are offering the new notes to you in exchange for a like principal amount of old notes. Old notes may be exchanged only in integral multiples of $1,000. We intend by the issuance of the new notes to satisfy our obligations contained in the registration rights agreement. Expiration Date; Withdrawal of Tender..... The exchange offer will expire at 5:00 p.m., New York City time, on , 2001, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer. Conditions to the Exchange Offer.......... Our obligation to accept for exchange, or to issue new notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the Securities and Exchange Commission, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer -- Conditions to the Exchange Offer." Procedures for Tendering Old Notes........ If you wish to accept the exchange offer and tender your old notes, you must complete, sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such Letter of Transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein. See "The Exchange Offer -- Procedures for Tendering Old Notes." Use of Proceeds........................... We will not receive any proceeds from the exchange offer. Exchange Agent............................ The Chase Manhattan Bank and Trust Company, National Association is serving as the exchange agent in connection with the exchange offer. Federal Income Tax Consequences........... The exchange of notes pursuant to the exchange offer should not be a taxable event for federal income tax purposes. See "United States Federal Income Tax Consequences." -7- Consequences of Exchanging Old Notes Pursuant to the Exchange Offer Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an "affiliate" of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided: . the new notes are acquired in the ordinary course of the holders' business; . the holders have no arrangement with any person to participate in a distribution of the new notes; and . neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the registration rights agreement and subject to limitations specified in the registration rights agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. See "The Exchange Offer -- Consequences of Failure to Exchange; Resales of New Notes." The old notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (PORTAL) market. Following commencement of the exchange offer but prior to its completion, the old notes may continue to be traded in the PORTAL market. Following completion of the exchange offer, the new notes will not be eligible for PORTAL trading. -8- The New Notes The terms of the new notes and the old notes are identical in all material respects, except for transfer restrictions and registration rights relating to the old notes. Included within any reference to the term "notes" throughout this prospectus is a reference to both the new notes and the old notes offered to be exchanges hereby, unless the context otherwise requires. Issuer.......................... AmerisourceBergen Corporation. New Notes Offered............... $500,000,000 aggregate principal amount of 8 1/8% Senior Notes due 2008. Maturity Date................... September 1, 2008. Interest........................ 8 1/8% per annum, payable semiannually in arrears on March 1 and September 1, commencing March 1, 2002. Interest Computation............ Interest on the new notes will be paid on the basis of a 360-day year comprised of twelve 30-day months. Ranking......................... The new notes and the subsidiary guarantees will rank: . effectively junior to all of our and the guarantors' existing and future secured indebtedness, including any borrowings under our new credit facility; . equally with any of our and the guarantors' existing and future unsecured senior indebtedness; and . senior to any of our and the guarantors' existing and future subordinated indebtedness. At June 30, 2001, assuming the merger had been completed at that time, the new notes and the guarantees would have effectively ranked junior to: . $413.8 million of secured indebtedness under the new credit facility; . $55.0 million of secured indebtedness under the Blanco revolving credit facility; and . $825.4 million of additional borrowings that would have been available under the new credit facility after deducting $60.8 million of outstanding letters of credit. The new notes are initially being offered in the principal amount of $500 million. We may, without the consent of the holders, increase such principal amount in the future on the same terms and conditions and with the same CUSIP numbers(s) as the notes being offered hereby. Optional Redemption.............. We may redeem any of the new notes at any time at the prices set forth in this prospectus, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption. See "Description of New Notes -- Optional Redemption." Change of Control................ If a change of control occurs we will be required to make an offer to purchase the new notes at a purchase price of 101% of the -9- principal amount of the new notes on the date of purchase, plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. See "Description of New Notes -- Repurchase at the Option of Holders-- Change of Control." Subsidiary Guarantees............ The new notes are jointly and severally guaranteed on an unsecured senior basis by certain of our existing and future domestic restricted subsidiaries. Certain Covenants................ The indenture governing the new notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: . incur additional indebtedness; . create liens; . pay dividends or make other equity distributions; . purchase or redeem capital stock; . make investments; . sell assets or consolidate or merge with or into other companies; and . engage in transactions with affiliates. These limitations are subject to a number of important qualifications and exceptions. See "Description of New Notes--Certain Covenants." * * * Our principal executive offices are located at 1300 Morris Drive, Suite 100, Chesterbrook, Pennsylvania 19087-5594 and our western management center is located at 4000 Metropolitan Drive, Orange, California 92868-3510. Our telephone number is (610) 727-7000. Our website is http://www.amerisourcebergen.net. Any Internet addresses provided in this prospectus are for information purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these Internet addresses is included herein. Risk Factors You should carefully consider all of the information in this prospectus. In particular, you should evaluate the specific risk factors set forth under "Risk Factors" for a discussion of the material risks involved with an investment in the notes. -10- SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA AMERISOURCEBERGEN The following table summarizes, under the purchase method of accounting, summary unaudited pro forma consolidated statement of operations data for the year ended September 30, 2000 and the nine months ended June 30, 2001, as if the merger between AmeriSource and Bergen and the financings had been completed on October 1, 1999 and summary unaudited pro forma consolidated balance sheet data as of June 30, 2001 as if the merger and financings had been completed on that date. We have included this summary unaudited pro forma consolidated financial information only for the purposes of illustration, and it does not necessarily indicate what the operating results or financial position would have been if the merger between AmeriSource and Bergen and the financings had been completed on the dates indicated. Moreover, this information does not necessarily indicate what the future operating results or financial position of AmerisourceBergen will be. This summary unaudited pro forma consolidated financial data does not reflect any adjustments to reflect any cost savings or other synergies anticipated as a result of the merger or any future merger-related expenses.
Year Ended Nine Months Ended September 30, 2000(a) June 30, 2001(a) ------------------------- -------------------- Statement of Operations Data: (dollars in thousands, except per share amounts) Revenue: Operating Revenue............................. $30,335,606 $25,546,626 Bulk deliveries to customers' warehouses...... 4,252,317 3,187,843 ----------- ----------- Total revenue................................. 34,587,923 28,734,469 Income from continuing operations............... 145,591 185,778 Earnings per share from continuing operations--assuming dilution................. 1.43 1.76 Cash dividends declared per share (b)........... $ .10 $ .075 Ratio of earnings to fixed charges (c).......... 2.2x 2.9x Other Operating Information: EBITDA(d)....................................... $ 497,382 $ 507,016 Adjusted EBITDA (e)............................. $ 583,911 $ 507,919 Ratio of Adjusted EBITDA to interest expense and distributions on preferred securities of subsidiary trust................ 3.2x 3.5x Capital expenditures (f)........................ $ 85,928 $ 42,208
June 30, 2001 --------------------- (in thousands, except per share amounts) Cash and cash equivalents................................................................. $ 155,102 Total assets.............................................................................. 9,523,147 Long-term debt, including current portion of $3,454....................................... 1,906,930 Preferred securities of subsidiary trust holding solely debt securities of Bergen......... 254,400 Total stockholders' equity................................................................ 2,777,579 Book value per share...................................................................... 26.93
__________ (a) Amounts include the effect of AmeriSource's and Bergen's special items as described in Note 5 of the Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. The aggregate effect of these items was: -11- -- to reduce pro forma consolidated income from continuing operations by $55.3 million and $0.6 million for the year ended September 30, 2000 and nine month ended June 30, 2001, respectively; and -- to reduce pro forma earnings per share from continuing operations-- assuming dilution by $.54 and $.01 for the year ended September 30, 2000 and nine months ended June 30, 2001, respectively. (b) Pro forma consolidated cash dividends declared per share represent the combined company's intention to declare and pay a quarterly dividend of $.025 per share. (c) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, "earnings" include income (loss) before taxes and fixed charges (adjusted for interest capitalized during the period). "Fixed charges" include interest, whether expensed or capitalized, amortization of deferred financing costs, distributions on trust preferred securities and the portion of rental expense that is representative of the interest factor in these rentals. (d) EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is presented because we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. However, other companies in our industry may calculate EBITDA differently than we do. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. (e) Adjusted EBITDA is calculated by adding to EBITDA certain items of expense that we believe are not indicative of our future operating performance, as described in the AmeriSource and Bergen Summary Historical Financial Data. The following table summarizes the impact of these adjustments to EBITDA for the periods indicated:
Nine Months Year Ended Ended September 30, 2000 June 30, 2001 ------------------ ------------------ (in thousands) EBITDA...................................... $ 497,382 $ 507,016 Adjustments: Special provisions for doubtful 66,700 --- receivables............................ Restructuring charge..................... 10,670 --- Abandonment of capitalized software...... 6,309 --- Office severance......................... 3,973 --- Facility consolidations and employee severance.............................. (1,123) --- Merger costs............................. --- 903 --------- --------- Adjusted EBITDA............................. $ 583,911 $ 507,919 ========= =========
Adjusted EBITDA represents EBITDA plus the additional adjustments noted in the table above. Adjusted EBITDA is presented because we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. However, other companies in our industry may present Adjusted EBITDA differently than we do. Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. -12- (f) Capital expenditures represent the historical capital expenditures of AmeriSource and Bergen for the periods presented. -13- SUMMARY HISTORICAL FINANCIAL DATA AMERISOURCE The summary historical financial data of AmeriSource has been derived from the consolidated financial statements and related notes of AmeriSource for each of the years in the five-year period ended September 30, 2000 and the consolidated financial statements for the nine months ended June 30, 2001 and 2000. The historical data is only a summary, and you should read it in conjunction with the historical financial statements and related notes incorporated by reference in this prospectus.
As of or for the Nine Months Ended As of or for the Year Ended September 30, June 30, --------------------------------------------------------------- ------------------------- 1996 1997(a) 1998(b) 1999(c) 2000(d) 2000(d) 2001(e) ----------- ----------- ----------- ----------- ----------- ----------- ------------ (dollars in thousands, except per share amounts) Statement of Operations Data: Operating revenue................... $ 5,806,126 $ 8,173,679 $ 9,373,482 $ 9,760,083 $11,609,995 $ 8,582,219 $10,306,288 Bulk deliveries to customers' warehouses......................... 111,046 124,956 129,555 47,280 35,026 31,072 834 ----------- ----------- ----------- ----------- ----------- ----------- ------------ Total revenue....................... 5,917,172 8,298,635 9,503,037 9,807,363 11,645,021 8,613,291 10,307,122 Income before extraordinary items... 43,463 50,123 46,030 70,915 99,014 71,018 89,213 Net income(f)....................... 36,221 48,141 46,030 67,466 99,014 71,018 89,213 Earnings per share-assuming dilution: Income before extraordinary items........................... .90 1.00 .91 1.38 1.90 1.37 1.64 Net income......................... .75 .96 .91 1.31 1.90 1.37 1.64 Balance Sheet Data: Cash and cash equivalents and restricted cash.................... 73,832 71,551 90,344 59,497 120,818 36,160 94,298 Total assets........................ 1,236,221 1,798,109 1,726,272 2,060,599 2,458,567 2,402,780 2,887,944 Long-term debt, including current portion.................... 443,908 602,166 540,327 559,127 413,675 533,382 643,379 Stockholders' equity (deficit)...... $ (34,856) $ 18,881 $ 75,355 $ 166,277 $ 282,294 $ 245,143 $ 402,925 Ratio of earnings to fixed charges(g)......................... 2.6x 2.7x 2.3x 3.6x 4.3x 4.2x 5.2x Other Operating Information: EBITDA(h)........................... $ 109,939 $ 138,211 $ 155,816 $ 176,375 $ 217,666 $ 157,574 $ 190,893 Adjusted EBITDA(i).................. $ 109,939 $ 149,782 $ 182,505 $ 191,267 $ 216,543 $ 156,451 $ 191,796 Ratio of Adjusted EBITDA to interest expense................... 2.9x 3.5x 3.1x 4.8x 5.2x 5.0x 6.4x Ratio of total debt to Adjusted EBITDA............................. 4.0x 4.0x 3.0x 2.9x 1.9x -- -- Capital expenditures................ $ 16,822 $ 16,302 $ 12,101 $ 15,793 $ 16,619 $ 12,360 $ 18,139
__________ (a) Includes $7.1 million of costs related to facility consolidations and employee severance, net of income tax benefit of $4.5 million. (b) Includes $11.2 million of merger costs, net of income tax benefit of $7.2 million, and $5.1 million of costs related to facility consolidations and employee severance, net of income tax benefit of $3.2 million. (c) Includes $9.3 million of costs related to facility consolidations and employee severance, net of income tax benefit of $2.4 million, and $2.7 million of merger costs, net of income tax benefit of $0.5 million. (d) Includes a $0.7 million reversal of costs related to facility consolidations and employee severance, net of income taxes of $0.4 million. (e) Includes $0.6 million of merger costs, net of income tax benefit of $0.3 million. (f) In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" ("SFAS No. 141") and SFAS No. 142, "Goodwill and Other Intangible Assets," ("SFAS No. 142"). SFAS No. 141 applies to all business combinations completed after June 30, 2001 and requires the use of the purchase method of accounting. SFAS No. 141 also establishes new criteria for determining whether intangible assets should be recognized separately -14- from goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001; however, companies with fiscal years beginning after March 15, 2001 may elect to adopt the statement early. SFAS No. 142 provides that goodwill and intangible assets with indefinite lives will not be amortized, but rather will be tested for impairment on an annual basis. SFAS No. 141 is not expected to have a significant impact on the results of operations or financial position of AmeriSource. While AmeriSource has not fully evaluated the impact of SFAS 142, adoption of this standard is expected to result in the elimination of approximately $1.4 million of amortization expense per year. (g) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, "earnings" include income before taxes and fixed charges (adjusted for interest capitalized during the period). "Fixed charges" include interest, whether expensed or capitalized, amortization of deferred financing costs and the portion of rental expense that is representative of the interest factor in these rentals. (h) EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is presented because AmeriSource believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry. However, other companies in the industry may calculate EBITDA differently than AmeriSource does. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of AmeriSource's operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. (i) Adjusted EBITDA is calculated by adding to or deducting from EBITDA certain items of expense that AmeriSource believes are not indicative of its future operating performance. The following table summarizes the impact of these adjustments to EBITDA:
For the Nine Months Ended For the Year Ended September 30, June 30, --------------------------------------------------------- ---------------------- 1996 1997 1998 1999 2000 2000 2001 --------- --------- --------- --------- --------- --------- ---------- (in thousands) EBITDA.......................... $109,939 $138,211 $155,816 $176,375 $217,666 $157,574 $190,893 Adjustments: Facility consolidations and employee severance............ -- 11,571 8,283 11,730 (1,123) (1,123) -- Merger costs................... -- -- 18,406 3,162 -- -- 903 --------- --------- --------- --------- --------- --------- ---------- Adjusted EBITDA................. $109,939 $149,782 $182,505 $191,267 $216,543 $156,451 $191,796 ========= ========= ========= ========= ========= ========= ==========
Adjusted EBITDA represents EBITDA plus the additional adjustments noted in the table above. Adjusted EBITDA is presented because AmeriSource believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry. However, other companies in the industry may present Adjusted EBITDA differently than AmeriSource does. Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of AmeriSource's operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. See "Statements of Cash Flows" included in AmeriSource's financial statements. -15- SUMMARY HISTORICAL FINANCIAL DATA BERGEN The summary historical financial data of Bergen has been derived from the consolidated financial statements and related notes of Bergen for each of the years in the five-year period ended September 30, 2000 and the consolidated financial statements for the nine months ended June 30, 2001 and 2000. The historical data is only a summary, and you should read it in conjunction with the historical financial statements and related notes incorporated by reference in this prospectus.
As of or for the Nine Months ended As of or for the Year Ended September 30, June 30, --------------------------------------------------------------------- --------------------- 1996 1997(a) 1998(b)(c)(d) 1999(d)(e) 2000(d)(f) 2000 2001 ---------- ----------- -------------- ----------- ------------- ---------- --------- (dollars in thousands, except per share amounts) Statement of Earnings Data: Net sales and other revenue: Excluding bulk shipments to customers' warehouses................ $ 9,321,645 $10,908,560 $12,943,739 $16,137,864 $18,725,611 $13,888,268 $15,240,338 Bulk shipments to customers' warehouses........................... 2,476,110 2,837,646 3,401,651 4,056,479 4,217,291 3,109,046 3,187,009 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total net sales and other revenue.............................. 11,797,755 13,746,206 16,345,390 20,194,343 22,942,902 16,997,314 18,427,347 Earnings (loss) from continuing operations(g)(h).......... 73,608 81,044 95,247 84,380 (481,026) 64,309 84,717 Earnings (loss) per share from continuing operations-diluted........ .73 .80 .93 .71 (3.58) .48 .62 Cash dividends declared per Class A Common share................. .192 .216 .315 .225 .170 .16 .03 Balance Sheet Data: Cash and cash equivalents............. 21,407 54,493 79,003 116,356 94,032 191,504 60,804 Total assets.......................... 2,426,892 2,637,828 2,929,622 5,399,452 4,571,424 5,355,092 5,010,373 Long-term debt, including current portion.............................. 398,030 418,177 448,323 1,537,604 1,089,646 1,343,917 1,112,800 Preferred securities of subsidiary trust holding solely debt securities of Bergen............ -- -- -- 300,000 300,000 300,000 300,000 Stockholders' equity.................. $ 578,966 $ 644,861 $ 629,064 $ 1,495,490 $ 723,249 $ 1,269,192 $ 809,509 Ratio of earnings to fixed charges(i) 6.1x 6.4x 5.4x 2.9x -- 2.1x 2.1x Other Operating Information: EBITDA(j)............................. $ 174,146 $ 190,378 $ 220,653 $ 266,332 $ (226,902) $ 279,366 $ 315,561 Adjusted EBITDA(k).................... $ 174,146 $ 196,178 $ 240,595 $ 312,332 $ 366,050 $ 279,366 $ 315,561 Ratio of Adjusted EBITDA to interest expense..................... 8.8x 9.5x 8.1x 4.6x 2.7x 2.8x 2.6x Ratio of total debt(1) to Adjusted EBITDA...................... 2.3x 2.1x 1.9x 4.9x 3.4x -- -- Capital expenditures.................. $ 15,107 $ 17,957 $ 20,835 $ 40,918 $ 69,309 $ 61,095 $ 24,069
___________ (a) Includes special charges for merger expenses of $3.4 million, net of income tax benefit of $2.4 million, relating to the termination of a previously proposed merger. (b) Includes special charges for merger expenses of $8.6 million, net of income tax benefit of $6.0 million, primarily relating to the termination of a previously proposed merger; and abandonment of capitalized software of $3.2 million, net of income tax benefit of $2.1 million. (c) Includes a cash dividend of $0.075 per share declared September 24, 1998 and paid December 1, 1998. (d) For information regarding business acquisitions and dispositions during these fiscal years, see Item 7 of Bergen's Form 10-K for the fiscal year ended September 30, 2000. -16- (e) Includes a special provision for doubtful receivables of $27.8 million, net of income tax benefit of $18.2 million. (f) Includes special charges for goodwill impairment of $505.3 million, no income tax effect; provision for doubtful receivables associated with two customers of $40.4 million, net of income tax benefit of $26.3 million; restructuring charge of $6.4 million, net of income tax benefit of $4.3 million; abandonment of capitalized software of $3.8 million, net of income tax benefit of $2.5 million; officer severance of $2.4 million, net of income tax benefit of $1.6 million and impairment of investment of $3.0 million, net of income tax benefit of $2.0 million. (g) The following table summarizes the special charges described in notes (a), (b), (e) and (f) above:
For the Year Ended September 30, ---------------------------------------------------------------------------------------- 1997 1998 1999 2000 ------------------- ------------------- ------------------- ------------------- (in thousands) Goodwill impairment $ -- $ -- $ -- $ (505,300) Special provision for doubtful receivables..................... -- -- (46,000) (66,700) Restructuring charge............. -- -- -- (10,670) Abandonment of capital software -- (5,307) -- (6,309) Impairment of investment......... -- -- -- (5,000) Officer severance................ -- -- -- (3,973) Merger-related expenses.......... (5,800) (14,635) -- -- ---------------- ---------------- ---------------- ---------------- Total pre-tax effect............. (5,800) (19,942) (46,000) (597,592) Income tax benefit............... 2,378 8,178 18,170 36,598 ---------------- ---------------- ---------------- ---------------- Effect on earnings from continuing operations........... $ (3,422) $ (11,764) $ (27,830) $ (561,354) ================ ================ ================ ================
(h) In July 2001, the Financial Accounting Standards Board issued SFAS No. 141 and SFAS No. 142. SFAS No. 141 applies to all business combinations completed after June 30, 2001 and requires the use of the purchase method of accounting. SFAS No. 141 also establishes new criteria for determining whether intangible assets should be recognized separately from goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001; however, companies with fiscal years beginning after March 15, 2001 may elect to adopt the statement early. SFAS No. 142 provides that goodwill and intangible assets with indefinite lives will not be amortized, but rather will be tested for impairment on an annual basis. SFAS No. 141 is not expected to have a significant impact on the results of operations or financial position of Bergen. While Bergen has not fully evaluated all the provisions of SFAS No. 142, it would be expected to eliminate the ongoing amortization of goodwill. During the year ended September 30, 2000, the amortization of goodwill was approximately $31.7 million. (i) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, "earnings" include income (loss) before taxes and fixed charges (adjusted for interest capitalized during the period). "Fixed charges" include interest, whether expensed or capitalized, amortization of deferred financing costs, distributions on trust preferred securities and the portion of rental expense that is representative of the interest factor in these rentals. For the year ended September 30, 2000, earnings before fixed charges were insufficient to cover fixed charges by approximately $451.2 million. (j) EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is presented because Bergen believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry. However, other companies in the industry may calculate EBITDA differently than Bergen does. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Bergen's operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. -17- (k) Adjusted EBITDA is calculated by adding to EBITDA certain items of expense that Bergen believes are not indicative of our future operating performance as set forth in notes (a), (b), (e) and (f) above. The following table summarizes the impact of these adjustments to EBITDA for the periods indicated:
For the Nine Months For the Year Ended September 30, Ended June 30, -------------------------------------------------------------- ----------------------- 1996 1997 1998 1999 2000 2000 2001 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (in thousands) EBITDA.......................... $ 174,146 $ 190,378 $ 220,653 $ 266,332 $ (226,902) $ 279,366 $ 315,561 Adjustments: Goodwill impairment............ -- -- -- -- 505,300 -- -- Special provision for doubtful receivables................... -- -- -- 46,000 66,700 -- -- Restructuring charge........... -- -- -- -- 10,670 -- -- Abandonment of capitalized software...................... -- -- 5,307 -- 6,309 -- -- Officer severance.............. -- -- -- -- 3,973 -- -- Merger-related expenses........ -- 5,800 14,635 -- -- -- -- --------- --------- ---------- ---------- ---------- ---------- ---------- Adjusted EBITDA................. $ 174,146 $ 196,178 $ 240,595 $ 312,332 $ 366,050 $ 279,366 $ 315,561 ========= ========= ========== ========== ========== ========== ==========
Adjusted EBITDA represents EBITDA plus the additional adjustments noted in the table above. Adjusted EBITDA is presented because Bergen believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry. However, other companies in the industry may present Adjusted EBITDA differently than Bergen does. Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Bergen's operating performance or any other measures of performance derived in accordance with generally accepted accounting principles. (l) Total debt excludes preferred securities of subsidiary trust holding solely debt securities of Bergen and includes Bergen's asset securitization facility. -18- RISK FACTORS You should consider carefully the following risk factors, in addition to the other information set forth in this prospectus, before making an investment decision. Risks Related to the Notes Our substantial indebtedness could adversely affect our financial health and adversely impact our ability to repay the notes. We are highly leveraged. On June 30, 2001, after giving pro forma effect to the sale of the old notes, we would have had total indebtedness of approximately $1.9 billion (of which $500 million would have consisted of the notes and $414 million would have consisted of secured borrowings under our new credit facility) and stockholders' equity of approximately $2.8 billion. Also after giving pro forma effect to the sale of the old notes, our pro forma ratio of earnings to fixed charges would have been 2.2 to 1 for the fiscal year ended September 30, 2000, and 2.9 to 1 for the nine months ended June 30, 2001. We and our subsidiaries will be permitted to incur substantial additional indebtedness in the future. See "Summary Unaudited Pro Forma Consolidated Financial Data" and "Description of Notes." Our substantial indebtedness could have important consequences to you. For example, it could: . make it more difficult for us to satisfy our obligations with respect to the notes; . increase our vulnerability to general adverse economic and industry conditions; . limit our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements, or to carry out other aspects of our business plan; . require us to dedicate a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, or other general corporate purposes, or to carry out other aspects of our business plan; . limit our flexibility in planning for, or reacting to, changes in our business and the industry; and . place us at a competitive disadvantage compared to our competitors that have less debt. In addition, the indenture and our new credit facility contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures and efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations and anticipated cost savings and operating improvements, we believe that cash flow from operations and available cash, together with available borrowings under our new credit facility, will be adequate to meet our future liquidity needs for at least the next few years. We may, however, need to refinance all or a portion of the principal amount of the notes on or prior to maturity. -19- We cannot assure you, however, that our business will generate sufficient cash flow from operations, that anticipated revenue growth and operating improvements will be realized or that future borrowings will be available under our new credit facility in an amount sufficient to enable us to service our indebtedness, including these notes, or to fund our other liquidity needs. In addition, we cannot assure you that we will be able to refinance any of our indebtedness, including our new credit facility and these notes, on commercially reasonable terms or at all. Your right to receive payments on the new notes, like the old notes, is effectively subordinated to our and the subsidiary guarantors' existing and future secured indebtedness. The new notes, like the old notes, are unsecured and therefore will be effectively subordinated in right of payment to all of our and the subsidiary guarantors' current and future secured indebtedness, as well as all of the non- guarantors' indebtedness. Upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our secured indebtedness or the secured indebtedness of the guarantors will be entitled to be paid in full from the proceeds of their collateral before any such proceeds may be distributed to the holders of these notes. As a result, our secured creditors will likely recover more in a bankruptcy or similar proceeding than the holders of these notes. As of June 30, 2001, on a pro forma adjusted basis after giving effect to the offering of the old notes, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries would have been approximately $468.8 million, and approximately $825.4 million would have been available for additional borrowing under our new credit facility after giving effect to the letters of credit of $60.8 million. We will be permitted to borrow substantial additional indebtedness, including secured indebtedness, in the future under the terms of the indenture. See "Description of Other Debt" and "The New Credit Facility." Not all of our subsidiaries will guarantee these notes. Certain of our subsidiaries will not guarantee these notes. Additionally, under the terms of the indenture, we may, under certain circumstances, designate additional subsidiaries as unrestricted subsidiaries and/or as designated non- guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. Assuming we had completed the offering of the old notes on June 30, 2001, the notes would have been effectively subordinated to $55.0 million of indebtedness and other liabilities (including trade payables) of these non-guarantor subsidiaries. The non-guarantor subsidiaries generated less than 1.0% of our pro forma operating revenue for the nine-month period ended June 30, 2001. We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture. Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make any required repurchases of notes or that restrictions in our new credit facility will not allow such repurchases. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of Notes--Repurchase at the Option of Holders." -20- Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors. Under the federal bankruptcy law or comparable provisions of state fraudulent transfer laws, a note or guarantee could be voided, or claims in respect of a note or guarantee could be subordinated to all other debts of us or that of the guarantor, as the case may be, if, among other things, we or the guarantor, at the time it incurred the indebtedness evidenced by the note or the guarantee: . received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness; and . was insolvent or rendered insolvent by reason of such incurrence; or . was engaged in a business or transaction for which our or the guarantor's remaining assets constituted unreasonably small capital; or . intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. In addition, any payment made by us pursuant to these notes or by a guarantor pursuant to a subsidiary guarantee could be voided and required to be returned to the person making such payment, or to a fund for the benefit of our creditors or the guarantor, as the case may be. The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, we or a guarantor would be considered insolvent if: . the sum of its debts, including contingent liabilities, were greater than the saleable value of all of its assets; or . the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or . it could not pay its debts as they become due. There is no public trading market for the new notes and an active trading market may not develop for the new notes. The old notes are currently eligible for trading in the PORTAL Market, a screen-based market operated by the National Association of Securities Dealers. The PORTAL Market is limited to qualified institutional investors as defined by Rule 144A of the Securities Act. The new notes will not be eligible for trading on the PORTAL Market. The new notes are new securities for which there is no established trading market. We do not intend to apply for listing or quotation of the new notes on any securities exchange or stock market. Credit Suisse First Boston, Banc of America Securities LLC and JP Morgan acted as initial purchasers in connection with the offer and sale of the old notes. The initial purchasers have informed us that they intend to make a market in the new notes. However, these initial purchasers may cease their market-making at any time. In addition, the liquidity of the trading market in the new notes, and the market price quoted for the new notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the new notes. Failure to tender your old notes for new notes could limit your ability to resell the old notes. The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes under the exchange offer, you will not be able to resell, offer to resell or -21- otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided under the registration rights agreement. In addition, if you want to exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities, and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Risks Related to Our Business AmerisourceBergen may not realize all of the anticipated benefits of the merger. The success of the merger will depend in part on our ability to realize the anticipated synergies of $150 million per year by the end of the third year of the existence of AmerisourceBergen and growth opportunities from integrating the businesses of AmeriSource and Bergen. Our success in realizing these synergies, cost savings and growth opportunities, and the timing of this realization, depends on the successful integration of AmeriSource's and Bergen's operations. Even if we are able to integrate the business operations of AmeriSource and Bergen successfully, we cannot assure you that this integration will result in the realization of the full benefits of the synergies, cost savings and growth opportunities that we currently expect to result from this integration or that these benefits will be achieved within the anticipated time frame. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated and the benefits from the merger may be offset by costs incurred in integrating the companies. Intense competition may erode our profit margins. The wholesale distribution of pharmaceuticals and related healthcare services is highly competitive. We compete primarily with the following: . national wholesale distributors of pharmaceuticals such as Cardinal Health, Inc. and McKesson Corporation; . regional and local distributors of pharmaceuticals; . chain drugstores that warehouse their own pharmaceuticals; . manufacturers who distribute their products directly to customers; and . other specialty distributors. Some of our competitors have greater financial resources than we have. Competitive pressures have contributed to a decline in our predecessors' pharmaceutical wholesale drug distribution gross profit margins on operating revenue from 5.2% in fiscal 1996 to 4.3% in fiscal 2000 on a combined basis. This trend may continue and our business could be adversely affected as a result. PharMerica faces competitive pressure from other market participants that are significantly larger than it is and that have significantly greater financial resources than it does. These competitive pressures could lead to a decline in gross profit margins for PharMerica in the future. In addition, there are relatively few barriers to entry in the local markets served by PharMerica, and PharMerica may encounter substantial competition from new local market entrants. These factors could adversely affect PharMerica's business in the future. The changing United States healthcare environment may impact our revenue and income. Our products and services are intended to function within the structure of the healthcare financing and reimbursement system currently existing in the United States. In recent years, the healthcare industry has undergone significant changes in an effort to reduce costs and government spending. These changes include an increased reliance on managed care, cuts in Medicare funding affecting our healthcare provider customer base, consolidation of competitors, suppliers and customers, and the development of large, sophisticated purchasing groups. We expect the healthcare industry to continue to change significantly in the future. Some of these potential changes, such as a reduction in governmental support of healthcare services or adverse changes in legislation or regulations governing -22- prescription drug pricing, healthcare services or mandated benefits, may cause healthcare industry participants to greatly reduce the amount of our products and services they purchase or the price they are willing to pay for our products and services. Changes in pharmaceutical manufacturers' pricing or distribution policies could also significantly reduce our income. Our operating revenue and profitability may suffer upon our loss of, or the bankruptcy or insolvency of, a significant customer. During the fiscal year ended September 30, 2000 and the nine-month period ended June 30, 2001, sales to the Veterans Administration accounted for 7.3% of our pro forma operating revenue. In addition, we have contracts with group purchasing organizations ("GPOs") which represent a concentration of buying power among multiple healthcare providers. While we believe the risk of default by a federal government agency is minimal and the credit risk with a GPO contract is spread among the members of the GPO that purchase products from the Company, loss of a major federal government customer or GPO could lead to a significant reduction in revenue. We otherwise have no individual customer that accounted for more than 4.3% of our pro forma fiscal 2000 operating revenue. Failure in our information technology systems could significantly disrupt our operations, which could reduce our customer base and result in lost revenue. Our success depends, in part, on the continued and uninterrupted performance of our information technology, or IT, systems. Our computer systems are vulnerable to damage from a variety of sources, including telecommunications failures, malicious human acts and natural disasters. Moreover, despite network security measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our IT systems. Sustained or repeated system failures that interrupt our ability to process test orders, deliver test results or perform tests in a timely manner would adversely affect our reputation and result in a loss of customers and net revenue. In addition, the wholesale drug distribution businesses of AmeriSource and Bergen were based on different IT systems. We are in the process of evaluating the differing systems and intend to use a common IT system in the future. This process is complex and will take several years to complete. During systems conversions of this type, workflow may be temporarily interrupted, which may cause interruptions in customer service. In addition, the implementation process, including the transfer of databases and master files to new data centers, presents significant conversion risks which could cause failures in our IT systems and disrupt our operations. Our operations may suffer if government regulations regarding pharmaceuticals change. The healthcare industry is highly regulated at the local, state and federal level. Consequently, we are subject to the risk of changes in various local, state, federal and international laws, which include the operating and security standards of the United States Drug Enforcement Administration, or DEA, the Food and Drug Administration, or FDA, various state boards of pharmacy and comparable agencies. These changes may affect our operations, including distribution of prescription pharmaceuticals (including certain controlled substances), operation of pharmacies and packaging of pharmaceuticals. A review of our business by regulatory authorities may result in determinations that could adversely affect the operations of the business. If we fail to comply with extensive laws and regulations in respect of healthcare fraud, we could suffer penalties or be required to make significant changes to our operations. We are subject to extensive and frequently changing local, state and federal laws and regulations relating to healthcare fraud. The federal government continues to strengthen its position and scrutiny over practices involving healthcare fraud affecting the Medicare, Medicaid and other government healthcare programs. Contractual relationships with pharmaceutical manufacturers and healthcare providers subject our business to provisions of the federal Social Security Act which, among other things, (i) preclude persons from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for treatment or for inducing the ordering or purchasing of items or services that are in any way paid for by Medicare, Medicaid or other government-sponsored healthcare programs and (ii) impose a number of restrictions upon referring physicians and providers of designated health services under Medicare and Medicaid programs. Legislative provisions relating to healthcare fraud and -23- abuse give federal enforcement personnel substantially increased funding, powers and remedies to pursue suspected fraud and abuse. While we believe that we are in material compliance with all applicable laws, many of the regulations applicable to us, including those relating to marketing incentives offered by pharmaceutical suppliers, are vague or indefinite and have not been interpreted by the courts. They may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations. If we fail to comply with applicable laws and regulations, we could suffer civil and criminal penalties, including the loss of licenses or our ability to participate in Medicare, Medicaid and other federal and state healthcare programs. If key managers leave the Company, our operating results may be adversely affected. We depend on our senior management. If some of these employees leave us, operating results could be adversely affected. We cannot be assured that we will be able to retain these or any other key employees. Federal and state laws that protect patient health information may increase our costs and limit our ability to collect and use that information. Our activities subject us to numerous federal and state laws and regulations governing the collection, dissemination, use, security and confidentiality of patient-identifiable health information, including the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, and related rules and regulations, or Privacy Laws. For example, as part of PharMerica's pharmaceutical dispensing, medical record keeping, third party billing and other services, we collect and maintain patient-identifiable health information, which activities may trigger certain requirements under the Privacy Laws. The costs associated with our efforts to comply with the Privacy Laws could be substantial. Moreover, if we fail to comply with certain Privacy Laws, we could suffer civil and criminal penalties. We can provide no assurance that the costs incurred in complying or penalties we may incur for failure to comply with the Privacy Laws will not have a material effect on us. Our growth may be limited if we are not able to implement our acquisition strategy. Since 1995, and prior to the merger of AmeriSource and Bergen, each of AmeriSource and Bergen completed several acquisitions. Through these acquisitions and other investments, AmeriSource and Bergen expanded their respective geographic presence and breadth of service offerings. We expect to continue to acquire companies as an element of our growth strategy. However, we are not currently engaged in substantive negotiations for material acquisitions. We may not, however, be able to identify suitable acquisition candidates or to complete acquisitions on favorable terms. We also may not be able to successfully integrate acquired businesses in a timely or efficient manner. -24- MERGER AND RELATED TRANSACTIONS On March 16, 2001, AmeriSource and Bergen entered into an Agreement and Plan of Merger, pursuant to which AmeriSource and Bergen would be combined in a merger-of-equals to form AmerisourceBergen. To accomplish the combination of their businesses, AmeriSource and Bergen jointly formed a new company. The merger occurred on August 29, 2001. Before the merger, the organization of the companies was: [FLOW CHART] Following the merger, the organization of the companies is: [FLOW CHART] We believe that the combined strengths of AmeriSource and Bergen will enable us to achieve significant operating efficiencies and produce substantial benefits for our customers and stockholders. By combining the companies, AmerisourceBergen will create the potential for stronger operating results and a stronger financial condition than either company could have achieved on its own. We refinanced the former senior secured credit facilities of AmeriSource and Bergen, which had outstanding balances of $80.9 million and $469.6 million, respectively, at June 30, 2001. The former credit facilities -25- and the PharMerica bonds described below were refinanced with the proceeds of the offering of the old notes together with borrowings under our new credit facility with a syndicate of banks led by The Chase Manhattan Bank, an affiliate of J.P. Morgan Securities Inc., and Bank of America, N.A., an affiliate of Banc of America Securities LLC. The new credit facility provides aggregate commitments of $1.3 billion, of which $1.0 billion consists of revolving loan commitments and $300.0 million consists of term loan commitments. We commenced a change of control offer with respect to Bergen's $20.6 million aggregate principal amount of 7% convertible subordinated debentures due 2006 originally issued by Durr-Fillauer Medical, Inc., a subsidiary of Bergen, and with respect to the PharMerica notes that remain outstanding following the completion of the tender offer, pursuant to the terms of the applicable indentures. On July 17, 2001, PharMerica commenced a tender offer to repurchase any or all of its outstanding 8 3/8% Senior Subordinated Notes. Approximately $184.6 million of the PharMerica notes were tendered. The remaining $123.5 million of PharMerica notes may be tendered pursuant to the change of control offer described below. In connection with the tender offer, PharMerica successfully solicited consents from the holders of the PharMerica notes to eliminate substantially all of the restrictive covenants in the indenture relating to such notes, including a covenant restricting PharMerica's ability to guarantee the notes offered hereby. The obligation of PharMerica to purchase notes in the tender offer was conditioned upon, among other things, (i) the consummation of the merger and (ii) the consummation of the offering of the old notes. The offering of the old notes was not conditioned upon consummation of the tender offer, but the release of the escrowed funds from the offering of the old notes was conditioned upon PharMerica and certain of our subsidiaries becoming a guarantor of the old and the new notes. We were required to make a change of control offer to holders of the PharMerica notes not tendered in the tender offer at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. Cash funding requirements to consummate these transactions on a pro-forma basis as of June 30, 2001, plus the estimated costs associated with the merger and the financings, were $913.8 million, which were provided by: (i) $413.8 million of borrowings under the new credit facility, of which $113.8 million consisted of revolving credit borrowings and $300.0 million consisted of term loans and (ii) $500.0 million of gross proceeds from the issuance of the old notes. -26- USE OF PROCEEDS We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount, the terms of which are identical in all material respects to the new notes. The old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer. The net proceeds from the sale of the old notes were approximately $489 million. We used the net proceeds from the sale of the old notes to refinance a portion of AmeriSource's and Bergen's then outstanding bank debt and to pay merger related costs. RATIO OF EARNINGS TO FIXED CHARGES The following table summarizes the ratios of earnings to fixed charges for AmerisourceBergen which were calculated using summary unaudited pro forma consolidated statement of operations data for the year ended September 30, 2000, and the nine months ended June 30, 2001. The summary unaudited pro forma consolidated statement of operations data used in the calculations were prepared under the purchase method of accounting as if the merger between Amerisource and Bergen and the related financing transactions had been completed on October 1, 1999. We have included this information only for purposes of illustration, and it does not necessarily indicate what the ratios of earnings to fixed charges would have been if the merger and the related financing transactions had been completed on October 1, 1999. Moreover, this information does not necessarily indicate what the future ratios of earnings to fixed charges will be. You should read this table in conjunction with the "AmerisourceBergen Corporation Unaudited Pro Forma Consolidated Condensed Financial Information" included herein.
Year Ended Nine Months Ended September 30, 2000 June 30, 2001 ------------------ ----------------- Ratio of earnings to fixed charges.... 2.2x 2.9x
The above ratios of earnings to fixed charges have been computed by dividing our earnings from continuing operations before income taxes, distribution on preferred securities of subsidiary trust and fixed charges, by the fixed charges. For purposes of these ratios, fixed charges consist of interest, whether expensed or capitalized, amortization of deferred financing costs, distributions on preferred trust securities and the portion of rent expense representative of interest. -27- AMERISOURCEBERGEN CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION The following unaudited pro forma consolidated condensed financial statements are presented to illustrate the effects of the merger and the financings on the historical financial position and results of operations of AmeriSource and Bergen, using the assumptions set forth below. Such information is not necessarily indicative of the financial position or results of operations of AmerisourceBergen that would have occurred if the merger and the financings had been consummated as of the dates indicated, nor should it be construed as being a representation of the future financial position or results of operations of AmerisourceBergen. Management expects that the benefits of the merger will include synergies to the combined entity resulting from, among other things, the consolidation of distribution facilities and related working capital improvements, the elimination of duplicate administrative functions and generic inventory purchasing efficiencies. These synergies are estimated at $150 million per year by the end of the third year following the merger. However, such synergies will be partially offset by merger-related integration expenses. The accompanying pro forma financial information does not include any adjustments to reflect these anticipated merger-related synergies or expenses. The unaudited pro forma information has been derived in part from, and should be read in conjunction with, the historical audited and unaudited consolidated financial statements and related notes of AmeriSource and Bergen incorporated by reference in this prospectus. The unaudited pro forma consolidated condensed balance sheet of AmerisourceBergen at June 30, 2001 assumes that the merger and the financings took place on that date. The unaudited pro forma consolidated condensed statements of operations of AmerisourceBergen for the year ended September 30, 2000 and the nine months ended June 30, 2001 assume that the merger and the financings took place on October 1, 1999. Both AmeriSource and Bergen have a fiscal year ending September 30; therefore, the accompanying pro forma operating results represent the full fiscal 2000 and the first nine months of fiscal 2001 for each entity, respectively. In July 2001, the Financial Accounting Standards Board issued Statement No. 141 entitled "Business Combinations" and Statement No. 142 entitled "Goodwill and Other Intangible Assets". Accordingly, the following unaudited pro forma consolidated condensed statements of operations have been prepared under the rules set forth in the two new Statements. -28- AMERISOURCEBERGEN CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET As of June 30, 2001 (in thousands)
Amerisource Pro Forma Bergen AmeriSource Bergen Adjustments Pro Forma ------------ ---------- ------------- ------------- ASSETS Current assets: Cash and cash equivalents........................ $ 94,298 $ 60,804 $ - $ 155,102 Accounts receivable, less allowance for doubtful accounts........................................ 677,180 1,178,159 - 1,855,339 Merchandise inventories.......................... 1,955,385 2,619,495 166,450 (a) 4,741,330 Income taxes receivable.......................... - 3,456 (3,456) (b) - Deferred income taxes............................ - 9,595 (9,595) (c) - Prepaid expenses and other....................... 4,266 21,031 - 25,297 ------------ ---------- ------------ ------------- Total current assets........................... 2,731,129 3,892,540 153,399 6,777,068 Property and equipment, net........................ 71,009 195,581 30,000 (d) 296,590 Other assets: Goodwill, net.................................... 40,584 663,268 (663,268) (e) 2,250,332 2,209,748 (f) Deferred income taxes............................ - 19,937 8,634 (c) 28,571 Deferred charges and other assets................ 45,222 136,577 1,000 (g) 170,586 (12,213) (h) ------------ ---------- ------------ ------------- Total other assets............................. 85,806 819,782 1,543,901 2,449,489 ------------ ---------- ------------ ------------- TOTAL ASSETS....................................... $2,887,944 $4,907,903 $1,727,300 $9,523,147 ============ ========== ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable................................. $1,639,876 $2,428,002 $ - $4,067,878 Accrued expenses and other....................... 56,704 287,970 (53,326) (h) 291,348 Accrued income taxes............................. 20,163 - (3,456) (b) 16,707 Deferred income taxes............................ 117,092 - 46,985 (c) 164,077 ------------ ---------- ------------ ------------- Total current liabilities...................... 1,833,835 2,715,972 (9,797) 4,540,010 Long-term debt, less current portion............... 640,934 1,058,465 (7,305) (i) 1,903,476 211,382 (h) Other liabilities.................................. 10,250 23,957 13,475 (j) 47,682 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely debt securities of Bergen......................... - 300,000 (45,600) (k) 254,400 Stockholders' equity: Common stock..................................... 596 207,506 (207,506) (l) 1,031 435 (m) Capital in excess of par value................... 314,954 824,131 (824,131) (l) 2,683,143 2,368,189 (m) Accumulated other comprehensive income........... - 15 (15) (l) - Retained earnings (accumulated deficit).......... 93,595 (199,091) 199,091 (l) 93,405 (190) (l) Cost of common stock in treasury................. (6,220) (23,052) 29,272 (l) - ------------ ---------- ------------ ------------- Total stockholders' equity..................... 402,925 809,509 1,565,145 2,777,579 ------------ ---------- ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $2,887,944 $4,907,903 $1,727,300 $9,523,147 ============ ========== ============ =============
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. -29- AMERISOURCEBERGEN CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS Year Ended September 30, 2000 (in thousands, except per share data)
Amerisource Pro Forma Bergen AmeriSource Bergen Adjustments Pro Forma ------------ ---------- ------------- ------------- Operating revenue.................................. $11,609,995 $18,725,611 $ - $30,335,606 Bulk deliveries to customers' warehouses........... 35,026 4,217,291 - 4,252,317 ----------- ----------- --------- ----------- Total revenue...................................... 11,645,021 22,942,902 - 34,587,923 Cost of goods sold................................. 11,125,440 21,703,755 - 32,829,195 ----------- ----------- --------- ----------- Gross profit....................................... 519,581 1,239,147 - 1,758,728 Distribution, selling and administrative........... 292,196 796,491 (750)(a) 1,087,937 Provision for doubtful receivables................. 10,274 143,306 153,580 Depreciation....................................... 14,129 45,594 4,267 (b) 63,990 Amortization....................................... 1,980 37,104 (31,680)(c) 7,404 Special charges.................................... (1,123) 526,252 (505,300)(d) 19,829 ----------- ----------- --------- ----------- Operating income (loss) from continuing operations........................................ 202,125 (309,600) 533,463 425,988 Impairment of investment and other................. 568 5,000 - 5,568 Interest expense................................... 41,857 112,016 1,595 (e) 158,157 2,689 (f) ----------- ----------- --------- ----------- Income (loss) from continuing operations before taxes and distributions on preferred securities of subsidiary trust............................... 159,700 (426,616) 529,179 262,263 Taxes on income from continuing operations......... 60,686 40,306 882 (g) 101,874 ----------- ----------- --------- ----------- Income (loss) from continuing operations before distributions on preferred securities of subsidiary trust.................................. 99,014 (466,922) 528,297 160,389 Distributions on preferred securities of subsidiary trust, net of income tax benefit....... - (14,104) (694)(h) (14,798) ----------- ----------- --------- ----------- Income (loss) from continuing operations........... $ 99,014 $ (481,026) $ 527,603 $ 145,591 =========== =========== ========= =========== Earnings (loss) per share from continuing operations: Basic............................................ $ 1.92 $ (3.58) $ 1.44 Assuming dilution................................ $ 1.90 $ (3.58) $ 1.43 Weighted average common shares outstanding: Basic............................................ 51,552 134,504 (84,738) 101,318 Assuming dilution................................ 52,020 134,504 (84,666) 101,858
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. -30- AMERISOURCEBERGEN CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS Nine Months Ended June 30, 2001 (in thousands, except per share data)
Amerisource Pro Forma Bergen AmeriSource Bergen Adjustments Pro Forma ---------------- --------------- ----------- ----------------- Operating revenue................................... $10,306,288 $15,240,338 $ -- $ 25,546,626 Bulk deliveries to customers' warehouses............ 834 3,187,009 -- 3,187,843 ----------- ----------- ----------- -------------- Total revenue....................................... 10,307,122 18,427,347 -- 28,734,469 Cost of goods sold.................................. 9,873,581 17,462,795 -- 27,336,376 ----------- ----------- ----------- -------------- Gross profit........................................ 433,541 964,552 -- 1,398,093 Distribution, selling and administrative............ 230,591 612,106 (562) (a) 842,135 Provision for doubtful receivables.................. 11,154 36,885 -- 48,039 Depreciation........................................ 10,722 33,866 3,200 (b) 47,788 Amortization........................................ 1,658 17,407 (13,992) (c) 5,073 Merger costs........................................ 903 -- -- 903 ----------- ----------- ----------- -------------- Operating income.................................... 178,513 264,288 11,354 454,155 Equity in net loss of unconsolidated affiliate...... 4,581 -- -- 4,581 Interest expense.................................... 30,030 101,674 1,196 (e) 126,767 (6,133) (f) ----------- ----------- ----------- -------------- Income before taxes and distributions on preferred securities of subsidiary trust..................... 143,902 162,614 16,291 322,807 Taxes on income..................................... 54,689 67,319 3,923 (g) 125,931 ----------- ----------- ----------- -------------- Income before distributions on preferred securities of subsidiary trust..................... 89,213 95,295 12,368 196,876 Distributions on preferred securities of subsidiary trust, net of income tax benefit........ -- (10,578) (520) (h) (11,098) ----------- ----------- ----------- -------------- Net income.......................................... $ 89,213 $ 84,717 $ 11,848 $ 185,778 =========== =========== =========== ============== Earnings per share: Basic............................................. $ 1.69 $ 0.63 $ 1.81 Assuming dilution................................. $ 1.64 $ 0.62 $ 1.76 Weighted average common shares outstanding: Basic............................................. 52,656 135,168 (85,156) 102,668 Assuming dilution................................. 57,819 136,824 (86,199) 108,444
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. -31- AMERISOURCEBERGEN CORPORATION NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION NOTE 1. BASIS OF PRO FORMA PRESENTATION The unaudited pro forma consolidated condensed financial statements give effect to the merger using the purchase method of accounting. Since the former AmeriSource stockholders owned approximately 51% of AmerisourceBergen's common stock immediately after the closing of the merger, AmerisourceBergen accounted for the merger as an acquisition by AmeriSource of Bergen. Following is a summary of the estimated aggregate purchase price (in thousands): Market value of common stock issued to Bergen stockholders.......... $ 2,299,156 Fair value of Bergen's stock options................................ 75,688 Estimated transaction costs......................................... 45,000 ------------- Total purchase price.............................................. $ 2,419,844 =============
AmerisourceBergen issued approximately 50 million shares of AmerisourceBergen common stock in exchange for approximately 135.2 million outstanding common shares of Bergen, based on an exchange ratio of 0.37 to 1 (each outstanding Bergen share was converted into 0.37 of a share of AmerisourceBergen stock). The AmerisourceBergen common stock issued was valued based on a price per share of $45.86, which was the weighted-average market price of the AmeriSource common stock during the few days before and after the date the merger was announced. AmerisourceBergen issued options to purchase approximately 3.3 million shares of AmerisourceBergen common stock in exchange for all of the outstanding options of Bergen, based on a weighted-average fair value of $23.29 per option. The fair value of the options was determined using the Black-Scholes option- pricing model and was based on a weighted-average exercise price of $36.63 and the following weighted-average assumptions: expected volatility--50.90%; expected life--4 years; risk-free interest rate--4.64%; and expected dividend yield--0.21%. The estimated pro forma allocation of the purchase price is as follows (in thousands): Bergen's historical assets and liabilities.............................. $ 809,509 Adjustment of Bergen's historical assets and liabilities to fair value.. 63,855 Elimination of Bergen's historical goodwill............................. (663,268) New goodwill............................................................ 2,209,748 ---------- Total purchase price.................................................. $2,419,844 ==========
The above pro forma allocation of the purchase price to the acquired assets and liabilities is based on management's best estimate of the respective fair values at this early stage of the merger process. However, such allocation is preliminary and is subject to the completion of a more comprehensive valuation process. Accordingly, the final allocation of the purchase price could differ materially from the pro forma allocation reflected herein if materially different fair value information is obtained. AmeriSource announced to its employees that all stock options granted prior to February 15, 2001 would vest 100% as of the close of business on the last business day prior to the effective time of the merger. As a result of this acceleration of vesting, AmeriSource recorded a charge of $6.5 million to its earnings on the date of acceleration. This amount is not reflected in the accompanying pro forma statements of operations. Management is currently in the process of determining the integration plans concerning its distribution network, systems requirements and corporate administrative functions. The integration planning has been designed as a three- phase process. Phase I included data capture, process mapping and day-one- readiness tasks. The results -32- of this phase were completed during the third calendar quarter of 2001. During Phase II, integration projects will be prioritized and a detailed integration plan will be created. Phase II is expected to be completed in the fourth calendar quarter of 2001. The final phase, Phase III, is the merger implementation phase, which is expected to begin following the completion of Phase II. Based on the timing of the activities as discussed above, the Company has not finalized all integration decisions and, accordingly, the amounts of merger-related integration costs have not been determined. Therefore, such merger-related costs are not reflected in the pro forma purchase price allocation or the accompanying pro forma statements of operations. NOTE 2. PRO FORMA ADJUSTMENTS TO THE BALANCE SHEET (a) Represents the adjustment of Bergen's inventory to fair value, primarily consisting of the elimination of Bergen's last-in, first-out (LIFO) valuation reserve. (b) Represents the reclassification of income taxes receivable against income taxes payable based on the consolidated AmerisourceBergen net tax payable balance. (c) Represents the establishment of deferred income tax assets and liabilities to reflect differences between the book and tax bases resulting from the pro forma adjustments described herein and the reclassification of current deferred income tax assets against current deferred income tax liabilities based on the consolidated AmerisourceBergen net current deferred income tax liability. (d) Represents the adjustment of Bergen's property and equipment to its estimated fair value. (e) Reflects the elimination of Bergen's historical goodwill balance. (f) Represents the preliminary allocation of the purchase price to goodwill as described in Note 1 above. (g) Represents the adjustment of Bergen facility leases to their estimated fair value, based on current market rental rates. (h) Represents the net effect of the financings, which include (i) the offering of $500 million of old notes, (ii) the repayment of amounts outstanding under the former bank credit facilities of AmeriSource and Bergen, (iii) the closing of the new AmerisourceBergen senior bank credit facility, (iv) the repurchase of $184.6 million of outstanding PharMerica 8 3/8 % notes tendered pursuant to the terms of a tender offer, (v) the repurchase of all $20.6 million of outstanding Durr-Fillauer 7% convertible debentures pursuant to the terms of a change of control offer, (vi) payments of $84.5 million made in connection with the merger under executive compensation and benefit arrangements and (vii) payment of $45.0 million for the estimated transaction costs to be incurred by AmeriSource and Bergen in connection with the merger, including investment banking, legal and other professional fees and other merger-related fees. The pro forma consolidated balance sheet assumes that these debt issuances and retirements occurred on June 30, 2001. Reflected in the pro forma adjustment are the write-off of the historical amounts of AmeriSource and Bergen deferred financing costs associated with the bank credit facilities and debt to be retired or revalued, as well as the addition of estimated deferred financing costs associated with the new bank credit facilities and debt issued. Also reflected is the payment of premiums and prepayment penalties associated with certain of the bank credit facilities and debt to be retired. (i) Represents the adjustment of Bergen's long-term debt to fair value, based on quoted market prices. (j) Represents the adjustment of Bergen's pension liabilities to their estimated fair value. (k) Represents the adjustment of Bergen's preferred securities of subsidiary trust to fair value, based on quoted market prices. -33- (l) Represents the elimination of Bergen's historical stockholders' equity and the retirement of AmeriSource's treasury shares. (m) Represents the issuance of new shares of AmerisourceBergen common stock in exchange for Bergen's common shares, and the issuance of new AmerisourceBergen stock options in exchange for Bergen's stock options, as described in Note 1 above. NOTE 3. PRO FORMA ADJUSTMENTS TO STATEMENTS OF OPERATIONS (a) Represents the net effect of two adjustments: (i) the reduction of periodic pension expense, due to the adjustment of Bergen's pension liabilities to their fair value and (ii) the amortization of the fair value of Bergen's leases over the average remaining lease term of four years. (b) Represents an increase in the depreciation of Bergen's property and equipment based on the adjustment of such assets to fair value. (c) Represents the elimination of Bergen's historical goodwill amortization expense. Under the accounting rules set forth in Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142"), issued by the Financial Accounting Standards Board in July 2001, goodwill is not amortized against earnings other than in connection with an impairment. (d) Represents the elimination of Bergen's $505.3 million goodwill impairment charge in fiscal 2000. (e) Represents an increase to interest expense as a result of the adjustment of Bergen's long-term debt to its fair value as described in Note 2(i) above. The difference between the fair value and the face amount of each borrowing is amortized as additional interest expense over the remaining term of the borrowing. The borrowings mature at various dates between 2003 and 2008. (f) Represents the net effect on interest expense resulting from the financings described in Note 2(h) above. Pro forma net interest expense was calculated under the assumption that the financings occurred on October 1, 1999. Interest for fixed-rate debt was calculated based upon the expected fixed rates, while interest for variable rate debt was calculated based on the historical benchmark rates (such as LIBOR) plus the spreads set forth in the new bank credit facilities. Historical borrowing levels were adjusted upward to reflect the assumed payment of merger costs, financing costs, and certain executive compensation and benefits on the effective date of the merger. Amortization of deferred financing costs was calculated based on the expected amounts and terms of the new bank credit facilities and debt issued. (g) Represents the aggregate pro forma income tax effect of Notes 3(a) through 3(f) above. (h) Represents an increase in expense as a result of the adjustment of the Bergen preferred securities of subsidiary trust to its fair value as described in Note 2(k) above. The difference between the fair value and the face amount of the securities is accreted to redemption value over the remaining term of the securities, which mature in 2039. These adjustments are recorded as preferred distributions, net of an assumed 40% income tax benefit. NOTE 4. RECLASSIFICATIONS Reclassifications have been made to the historical financial statements of AmeriSource and Bergen to conform to the presentation expected to be used by the combined company. -34- NOTE 5. EFFECT OF SPECIAL ITEMS AmeriSource's historical amounts for the year ended September 30, 2000 include the effect of a pre-tax $1.1 million reversal of costs related to facility consolidations and employee severance. Bergen's historical amounts for the year ended September 30, 2000, excluding the write-down of goodwill of $505.3 million described in Note 3(e) above, include special pre-tax charges for provision for doubtful receivables associated with two customers of $66.7 million, a restructuring charge of $10.7 million, abandonment of capitalized software of $6.3 million, officer severance of $4.0 million and an impairment of an investment of $5.0 million. The after-tax effect of these special items on the unaudited pro forma consolidated condensed results for the year ended September 30, 2000 was to reduce pro forma income from continuing operations by $55.3 million and reduce pro forma earnings from continuing operations per share--assuming dilution by $.54 per share. AmeriSource's historical amounts for the nine months ended June 30, 2001 include the effect of $0.6 million of merger costs net of income tax benefit of $0.3 million. The after tax effect of these costs on the unaudited pro forma consolidated condensed results for the nine months ended June 30, 2001, was to reduce pro forma earnings per share--assuming dilution by $.01. NOTE 6. EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS The pro forma earnings (loss) per share from continuing operations has been adjusted to reflect the issuance of AmerisourceBergen common stock in the merger based on Bergen's historical weighted average shares outstanding for the periods presented at the exchange ratio of 0.37 to 1. In addition, Bergen's historical weighted average shares outstanding--assuming dilution for the year ended September 30, 2000 have been adjusted to include the dilutive effect of Bergen's stock options, which were anti-dilutive in Bergen's historical financial statements. Additionally, the earnings per share--assuming dilution calculation for the nine months ended June 30, 2001 considers the AmeriSource convertible subordinated notes as if they were converted and, therefore, the effect of interest expense related to these notes is added back to net income in determining income available to common stockholders. NOTE 7. NEW ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" ("SFAS No. 141") and SFAS No. 142. SFAS No. 141 applies to all business combinations completed after June 30, 2001 and requires the use of the purchase method of accounting. SFAS No. 141 also establishes new criteria for determining whether intangible assets should be recognized separately from goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001, however, companies with fiscal years beginning after March 15, 2001 may elect to adopt the statement early. SFAS No. 142 provides that goodwill and intangible assets with indefinite lives will not be amortized, but rather will be tested for impairment on an annual basis. SFAS No. 141 is not expected to have a significant impact on the results of operations or financial position of the Company. The Company expects to early adopt SFAS No. 142 on October 1, 2001. Adoption of SFAS No. 142 is expected to result in the elimination of approximately $1.4 million of amortization expense per year. -35- AMERISOURCE AND BERGEN SELECTED CONSOLIDATED FINANCIAL DATA Selected Historical Financial Data The following tables present (i) selected historical financial data of AmeriSource and (ii) selected historical financial data of Bergen. AmeriSource Selected Historical Financial Data The selected historical financial data of AmeriSource has been derived from the consolidated financial statements and related notes of AmeriSource for each of the years in the five-year period ended September 30, 2000 and the consolidated financial statements for the nine months ended June 30, 2001 and 2000. The historical data is only a summary, and you should read it in conjunction with the historical financial statements and related notes incorporated by reference in this prospectus.
As of or for the Year Ended As of or for the September 30, Nine Months Ended June 30, ------------------------------------------------------------------ ------------------------- 1996 1997(a) 1998(b) 1999(c) 2000(d) 2000(d) 2001(e) ------------------------------------------------------------------ ------------------------- (dollars in thousands, except per share amounts) Statement of Operations Data: Operating revenue................ $5,806,126 $8,173,679 $9,373,482 $9,760,083 $11,609,995 $8,582,219 $10,306,288 Bulk deliveries to customers' warehouses...................... 111,046 124,956 129,555 47,280 35,026 31,072 834 ---------- ---------- ---------- ---------- ----------- ---------- ----------- Total revenue.................... 5,917,172 8,298,635 9,503,037 9,807,363 11,645,021 8,613,291 10,307,122 Income before extraordinary items........................... 43,463 50,123 46,030 70,915 99,014 71,018 89,213 Net income....................... 36,221 48,141 46,030 67,466 99,014 71,018 89,213 Earnings per share-assuming dilution: Income before extraordinary items.......................... .90 1.00 .91 1.38 1.90 1.37 1.64 Net income(f)................... .75 .96 .91 1.31 1.90 1.37 1.64 Balance Sheet Data: Cash and cash equivalents and restricted cash................. 73,832 71,551 90,344 59,497 120,818 36,160 94,298 Total assets..................... 1,236,221 1,798,109 1,726,272 2,060,599 2,458,567 2,402,780 2,887,944 Long-term debt, including current portion......................... 443,908 602,166 540,327 559,127 413,675 533,382 643,379 Stockholders' equity (deficit)... (34,856) 18,881 75,355 166,277 282,294 245,143 402,925
___________ (a) Includes $7.1 million of costs related to facility consolidations and employee severance, net of income tax benefit of $4.5 million. (b) Includes $11.2 million of merger costs, net of income tax benefit of $7.2 million and $5.1 million of costs related to facility consolidations and employee severance, net of income tax benefit of $3.2 million. (c) Includes $9.3 million of costs related to facility consolidations and employee severance, net of income tax benefit of $2.4 million and $2.7 million of merger costs, net of income tax benefit of $0.5 million. (d) Includes a $0.7 million reversal of costs related to facility consolidations and employee severance, net of income tax benefit of $0.4 million. (e) Includes $0.6 million of merger costs, net of income tax benefit of $0.3 million. (f) In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" ("SFAS No. 141") and SFAS No. 142, "Goodwill and Other Intangible Assets," ("SFAS No. 142"). SFAS No. 141 applies to all business combinations completed after June 30, 2001 and requires the use of the purchase method of accounting. SFAS No. 141 -36- also establishes new criteria for determining whether intangible assets should be recognized separately from goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001; however, companies with fiscal years beginning after March 15, 2001 may elect to adopt the statement early. SFAS No. 142 provides that goodwill and intangible assets with indefinite lives will not be amortized, but rather will be tested for impairment on an annual basis. SFAS No. 141 is not expected to have a significant impact on the results of operations or financial position of AmeriSource. While AmeriSource has not fully evaluated the impact of SFAS 142, adoption of this standard is expected to result in the elimination of approximately $1.4 million of amortization expense per year. -37- Bergen Selected Historical Financial Data The selected historical financial data of Bergen has been derived from the consolidated financial statements and related notes of Bergen for each of the years in the five-year period ended September 30, 2000 and the consolidated financial statements for the nine months ended June 30, 2001 and 2000. The historical data is only a summary, and you should read it in conjunction with the historical financial statements and related notes incorporated by reference in this prospectus.
As of or for the Year Ended As of or for the September 30, Nine Months Ended June 30, ------------------------------------------------------------------ ------------------------- 1996 1997(a) 1998(b)(c)(d) 1999(d)(e) 2000(d)(f) 2000 2001 ------------------------------------------------------------------ ------------------------- (dollars in thousands, except per share amounts) Statement of Operations Data: Net sales and other revenue: Excluding bulk shipments to customers' warehouses...... $ 9,321,645 $10,908,560 $12,943,739 $16,137,864 $18,725,611 $13,888,268 $15,240,338 Bulk shipments to customers' warehouses...... 2,476,110 2,837,646 3,401,651 4,056,479 4,217,291 3,109,046 3,187,009 ------------ ----------- ----------- ----------- ----------- ----------- ----------- Total net sales and other revenue.................... 11,797,755 13,746,206 16,345,390 20,194,343 22,942,902 16,997,314 18,427,347 Earnings (loss) from continuing operations (g)(h)..................... 73,608 81,044 95,247 84,380 (481,026) 64,309 84,717 Earnings (loss) per share from continuing operations--diluted........ .73 .80 .93 .71 (3.58) .48 .62 Cash dividends declared per Class A Common share....... .192 .216 .315 .225 .170 .16 .03 Balance Sheet Data: Cash and cash equivalents... 21,407 54,493 79,003 116,356 94,032 191,504 60,804 Total assets................ 2,426,892 2,637,828 2,929,622 5,399,452 4,571,424 5,355,092 5,010,373 Long-term debt, including current portion............ 398,030 418,177 448,323 1,537,604 1,089,646 1,343,917 1,112,800 Preferred securities of subsidiary trust holding solely debt securities of Bergen..................... -- -- -- 300,000 300,000 300,000 300,000 Stockholders' equity........ 578,966 644,861 629,064 1,495,490 723,249 1,269,192 809,509
____________ (a) Includes special charges for merger expenses of $3.4 million, net of income tax benefit of $2.4 million, relating to the termination of a previously proposed merger. (b) Includes special charges for merger expenses of $8.6 million, net of income tax benefit of $6.0 million, primarily relating to the termination of a previously proposed merger; and abandonment of capitalized software of $3.2 million, net of income tax benefit of $2.1 million. (c) Includes a cash dividend of $0.075 per share declared September 24, 1998 and paid December 1, 1998. (d) For information regarding business acquisitions and dispositions during these fiscal years, see Item 7 of Bergen's Form 10-K for the fiscal year ended September 30, 2000. (e) Includes a special provision for doubtful receivables of $27.8 million, net of income tax benefit of $18.2 million. (f) Includes special charges for goodwill impairment of $505.3 million, no income tax effect; provision for doubtful receivables associated with two customers of $40.4 million, net of income tax benefit of $26.3 million; restructuring charge of $6.4 million, net of income tax benefit of $4.3 million; abandonment of capitalized software of $3.8 million, net of income tax benefit of $2.5 million; officer severance of $2.4 million, net of income tax benefit of $1.6 million; and impairment of investment of $3.0 million, net of income tax benefit of $2.0 million. -38- (g) The following table summarizes the special charges described in notes (a), (b), (e) and (f) above:
For the Year Ended September 30, --------------------------------------------------------------------------------- 1997 1998 1999 2000 ----------------- --------------- ----------------- ----------------- (in thousands) Goodwill impairment...................... $ -- $ -- $ -- $ (505,300) Special provision for doubtful receivables............................. -- -- (46,000) (66,700) Restructuring charge..................... -- -- -- (10,670) Abandonment of capitalized software...... -- (5,307) -- (6,309) Impairment of investment................. -- -- -- (5,000) Officer severance........................ -- -- -- (3,973) Merger-related expenses.................. (5,800) (14,635) -- -- ----------- ----------- ------------- ---------- Total pre-tax effect................... (5,800) (19,942) (46,000) (597,952) Income tax benefit....................... 2,378 8,178 18,170 36,598 ----------- ----------- ------------- ---------- Effect on earnings from continuing operations............................ $ (3,422) $ (11,764) $ (27,830) $ (561,354) =========== =========== ============= ==========
(h) In July 2001, the Financial Accounting Standards Board issued SFAS No. 141 and SFAS No. 142. SFAS No. 141 applies to all business combinations completed after June 30, 2001 and requires the use of the purchase method of accounting. SFAS No. 141 also establishes new criteria for determining whether intangible assets should be recognized separately from goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001; however, companies with fiscal years beginning after March 15, 2001 may elect to adopt the statement early. SFAS No. 142 provides that goodwill and intangible assets with indefinite lives will not be amortized, but rather will be tested for impairment on an annual basis. SFAS No. 141 is not expected to have a significant impact on the results of operations or financial position of Bergen. While Bergen has not fully evaluated all the provisions of SFAS No. 142, it would be expected to eliminate amortization of goodwill. During the year ended September 30, 2000, the amortization of goodwill was approximately $31.7 million. -39- BUSINESS AmerisourceBergen We are a leading wholesale distributor of pharmaceutical products and related healthcare services and solutions in the United States. We distribute a full line of products, including pharmaceuticals, proprietary medicines, cosmetics, toiletries, personal health products, sundries and home healthcare supplies and equipment. We provide services to acute care hospitals and health systems, independent retail pharmacies, alternate site customers (physicians' offices and clinics, skilled nursing facilities, mail-order facilities, assisted living centers and patients with chronic illnesses) and national and regional retail pharmacy chains located in all 50 states, the District of Columbia, Puerto Rico and the Territory of Guam. We believe we are the largest distributor of pharmaceuticals to the acute care hospital and health systems market and one of the largest wholesalers of pharmaceuticals and specialty healthcare products to the independent retail pharmacy market. We also distribute pharmaceuticals to long-term care and workers' compensation patients and provide product distribution, logistics, pharmacy management programs, consulting services and internet fulfillment services designed to reduce costs and improve patient outcomes. Industry Overview We have benefited from the significant growth of the full service wholesale drug industry in the United States. According to an independent third party provider of information to the pharmaceutical and healthcare industry, industry sales grew from approximately $68 billion in 1995 to approximately $140 billion in 2000 and are expected to grow to approximately $264 billion in 2005. The factors contributing to the growth of the full service wholesale drug industry in the United States, and other favorable industry trends, include: . Aging Population. The number of individuals over age 65 in the United States grew from approximately 31 million in 1990 to approximately 35 million in 2000 and is projected to increase to more than 39 million by the year 2010. This age group suffers from a greater incidence of chronic illnesses and disabilities than the rest of the population and is estimated to account for approximately two-thirds of total healthcare expenditures in the United States. . Introduction of New Pharmaceuticals. Traditional research and development as well as the advent of new research, production and delivery methods, such as biotechnology and gene research and therapy, continue to generate new compounds and delivery methods that are more effective in treating diseases. These compounds have been responsible for significant increases in pharmaceutical sales. We believe that ongoing research and development expenditures by the leading pharmaceutical manufacturers will contribute to continued growth of the industry. . Increased Use of Outpatient Drug Therapies. In response to rising healthcare costs, governmental and private payors have adopted cost containment measures that encourage the use of efficient drug therapies to prevent or treat diseases. While national attention has been focused on the overall increase in aggregate healthcare costs, we believe that drug therapy has had a beneficial impact on overall healthcare costs by reducing expensive surgeries and prolonged hospital stays. Pharmaceuticals currently account for less than 11% of overall healthcare costs, and manufacturers' emphasis on research and development is expected to continue the introduction of cost- effective drug therapies. . Rising Pharmaceutical Prices. Consistent with historical trends, we believe that pharmaceutical price increases will continue to equal or exceed the overall Consumer Price Index. We believe that these increases will be due in large part to the relatively inelastic demand in the face of higher prices charged for patented drugs as manufacturers have attempted to recoup costs associated with the development, clinical testing and FDA approval of new products. -40- . Expiration of Patents for Brand Name Pharmaceuticals. A significant number of patents for widely-used brand name pharmaceutical products will expire in the next several years. Such products are expected to be marketed by generic manufacturers and distributed by us. We consider this a favorable trend because generic products have historically provided a greater gross profit margin opportunity than brand name products. The Company We are a leading national wholesale distributor of pharmaceutical products and related healthcare services and solutions with pro forma operating revenue (excluding bulk shipments) of approximately $30 billion, Adjusted EBITDA of approximately $584 million and pro forma operating income of approximately $426 million for the fiscal year ended September 30, 2000. We were formed in March 2001 when AmeriSource and Bergen announced their intentions to combine in a merger-of-equals to form our Company. The merger, which was consummated in August 2001, will enable the Company to significantly enhance its competitive position with: . enhanced scale of operations; . operating and administrative cost savings; . improved purchasing efficiencies; . improved working capital management; and . broadened product offering. As a result of the merger, we expect to achieve estimated cost savings of approximately $150 million per year by the end of the third year following the consummation of the merger from, among other things, the consolidation of distribution facilities and related working capital improvements, the elimination of duplicative administrative functions and generic inventory purchasing efficiencies. We also expect to benefit from lower financing costs as a result of the combination. We are attractively positioned in the market as the only national wholesale pharmaceutical distributor exclusively focused on pharmaceutical product distribution, services and solutions. We serve the following major market segments: . acute care hospitals and health systems; . independent retail pharmacies; . the alternate site market; and . national and regional retail pharmacy chains. We currently serve customers through a geographically diverse network of distribution centers in the United States. We are typically the primary source of supply for pharmaceutical and related products to our customers. We offer a broad range of solutions to our customers and suppliers designed to enhance the efficiency and effectiveness of their operations, allowing them to improve the delivery of healthcare to patients and consumers and lower overall costs in the pharmaceutical supply chain. Our customer base is geographically diverse and balanced with no single customer representing more than 7.3% of pro forma fiscal 2000 operating revenue. The merger combines two companies with complementary customer bases that have minimal overlap. We have leading market positions in the acute care hospital and health systems market, which represented approximately 30% of pro forma fiscal 2000 operating revenue, and the independent retail pharmacy market, which represented approximately 29% of pro forma fiscal 2000 operating revenue. We also have a strong presence with the national and regional retail pharmaceutical chains, which represented 17% of pro forma fiscal 2000 operating revenue. -41- In the attractive alternate site market we supply pharmaceuticals and other related products and services to physicians in the oncology, nephrology, vaccine, plasma and other specialty healthcare markets. We serve a continuum of customers including physicians' offices and clinics, skilled nursing facilities, mail-order facilities, assisted living centers and patients with chronic illnesses. We also provide plasma to acute care hospitals. The alternate site market represents approximately 24% of pro forma fiscal 2000 operating revenue. Strategy Our business strategy is anchored in national pharmaceutical distribution and services, reinforced by the value-added healthcare solutions we provide our customers and suppliers. This focused strategy has significantly expanded our predecessors' businesses over the past five years and we believe we are well- positioned to continue to grow revenue and increase operating income through the execution of the following key elements of our business strategy: . Continue Growth in Existing Markets. We believe that we are well- positioned to continue to grow in our existing markets by: (i) providing superior distribution services to our customers and suppliers and (ii) delivering specific programs and services unique to each of our customer groups. We strive to provide exceptional service to our customers, which is reflected in the consistently high rankings achieved by our predecessor companies in recent customer surveys. . Expand Growth Opportunities through Healthcare Solutions for Customers. We are continually enhancing our services and packaging these services into programs designed to enable customers to improve sales and compete more effectively. As a result of the merger, we have broadened the range of value-added solutions that AmeriSource and Bergen offered their customers. We expect to integrate complementary AmeriSource and Bergen services and programs, such as generic purchasing programs, independent retail pharmacy marketing programs and customer order and inventory management systems offered to retail pharmacies, into a comprehensive solution package consisting of the best features of existing services and programs. We intend to market these solutions to existing customers and to use the increased range of services to attract new customers. . Expand Growth Opportunities through Healthcare Solutions for Suppliers. We have been developing solutions for suppliers to improve the efficiency of the healthcare supply chain. Programs for suppliers to assist with rapid new product launches, promotional and marketing services to accelerate product sales, custom packaging and product data reporting are examples of value-added solutions currently offered. We believe these services will continue to expand, further contributing to our revenue and income growth. We also intend to acquire companies that deliver complementary value-added products and services to our existing customers and suppliers. . Improve Operating and Capital Efficiencies. We believe we already have one of the lowest operating cost structures among our major national competitors. We expect to lower our cost structure further as we consolidate our existing distribution facility network and establish new, more efficient distribution centers. We also intend to further reduce operating expenses as a percentage of revenue by eliminating duplicate administrative functions. These measures are designed to reduce marginal operating costs, provide greater access to financing sources and reduce the cost of capital. In addition, we believe we will continue to achieve productivity and operating income gains as we invest in and continue to implement warehouse automation technology, adopt "best practices" in warehousing activities and increase operating leverage due to increased volume per full service distribution facility. -42- Operations Operating Structure. Our businesses operate in two segments. The first segment, pharmaceutical distribution, includes our core wholesale pharmaceutical drug distribution business, ASD Specialty Healthcare--our pharmaceutical alternate site distribution business and American Health Packaging--our pharmaceutical repackaging business. Pharmaceutical distribution also includes a number of smaller specialty units in areas such as management reimbursement consulting services and third party logistics services for pharmaceutical manufacturers. Our second operating segment is PharMerica, a leading national provider of institutional pharmacy services in long-term care and alternate site settings. PharMerica also provides mail-order pharmacy services to chronically and catastrophically ill patients under workers' compensation programs. Pharmaceutical Distribution. The Pharmaceutical Distribution segment, including ASD Specialty Healthcare, Inc. ("ASD"), American Health Packaging ("AHP"), Integrated Commercialization Solutions ("ICS"), The Lash Group ("Lash"), Pharmacy Healthcare Solutions, Ltd. ("PHS") and Choice Systems, Inc. ("Choice") form one of the largest national distributors of products sold or used by hospital, institutional and retail pharmacies. We principally distribute a full line of brand name and generic pharmaceuticals and over-the- counter medications from distribution centers in 44 states and the Commonwealth of Puerto Rico. These products are sold to acute care hospitals and health systems, independent retail pharmacies, the alternate site market and national and regional retail pharmacy chains located in all 50 states, the District of Columbia, Puerto Rico and the Territory of Guam. ASD was established during fiscal 1994 to provide pharmaceutical products and services for the rapidly growing pharmaceutical alternate site business. ASD is a leading supplier of pharmaceuticals and other products and services to physicians in the oncology, nephrology, vaccine, plasma and other specialty healthcare markets and has four principal distribution locations in four states. AHP delivers unit dose, punch card and unit-of-use packaging for health systems, alternate site and independent retail pharmacies. ICS provides distribution, accounting, marketing, education and other outsourcing services for pharmaceutical manufacturers. Lash provides consulting and management of reimbursement and patient-assistance programs. PHS provides hospital consulting to improve operational efficiencies and a proprietary program for recovering indigent patient pharmaceutical reimbursements. Choice develops and markets inventory management systems and related software for hospitals and other healthcare providers. PharMerica. PharMerica is a leading provider of institutional pharmacy services to the elderly, chronically-ill and disabled in long-term care and alternate site settings, including skilled nursing facilities, assisted living facilities, specialty hospitals, residential living communities and the home. PharMerica also provides mail-order pharmacy services to chronically and catastrophically ill patients under workers' compensation programs. As of June 30, 2001, PharMerica served approximately 289,000 patients in long-term care and alternate site facilities and 88,000 patients covered under workers' compensation benefits programs. PharMerica's institutional pharmacy business involves the purchase of bulk quantities of prescription and nonprescription pharmaceuticals, principally from BBDC, and the distribution of those products to residents in long-term care facilities. Unlike hospitals, most long-term care facilities do not have onsite pharmacies to dispense prescription drugs but depend instead on institutional pharmacies such as PharMerica to provide the necessary pharmacy products and services and to play an integral role in monitoring patient medication. PharMerica's pharmacies dispense pharmaceuticals in patient-specific packaging in accordance with physician orders. In addition, PharMerica provides infusion therapy services and Medicare Part B products, as well as formulary management and other pharmacy consulting services. PharMerica's network of 131 locations covers a geographic area that includes over 85% of the nation's institutional/long-term care beds. Each PharMerica pharmacy typically serves customers within a 150-mile radius. PharMerica's workers' compensation business provides pharmaceutical claims administration and mail-order distribution. PharMerica's services include home delivery of prescription drugs, medical supplies and equipment and an array of computer software solutions to reduce the payor's administrative costs. Sales and Marketing. We have approximately 500 sales professionals organized regionally and specialized by customer type. Customer service representatives are located in distribution facilities in order to respond to customer needs in a timely and effective manner. In addition, a specially trained group of telemarketing -43- representatives makes regular contact with customers regarding special promotions. Our corporate marketing department designs and develops the AmerisourceBergen array of value-added customer solutions. Tailored to specific customer groups, these programs can be further customized at the distribution facility level to adapt to local market conditions. Corporate sales and marketing also serves national account customers through close coordination with local distribution centers. Facilities. Each of our distribution facilities carries an inventory suited to the needs of the local market. The efficient distribution of small orders is possible through the extensive use of computerization and modern warehouse techniques. These include computerized warehouse product location, routing and inventory replenishment systems, gravity-flow racking, mechanized order selection and efficient truck loading and routing. We typically deliver our products to our customers on a daily basis. We utilize a fleet of owned and leased vans and trucks and contract carriers. Night picking operations in our distribution facilities have further reduced delivery time. Orders are generally delivered in less than 24 hours. The following table presents certain information on a fiscal year basis regarding the AmeriSource and Bergen operating units on a combined basis prior to the merger.
Fiscal Year Ended September 30, (1) ---------------------------------------------------------------------------- 1996 1997 1998 1999 2000 ------------ ------------ ----------- ------------ ------------ (dollars in millions; square feet in thousands) Operating revenue............................... $15,087 $18,978 $22,114 $25,402 $29,452 Number of distribution facilities............... 52 56 56 57 57 Average revenue per distribution facility....... $ 290 $ 338 $ 394 $ 445 $ 516 Total square feet (distribution facilities)..... 5,094 5,745 5,727 5,807 5,848 Average revenue per square foot in whole dollars (distribution facilities) $ 2,962 $ 3,303 $ 3,861 $ 4,374 $ 5,036
___________ (1) Includes full service pharmaceutical distribution facilities and ASD distribution facilities. Customers and Markets. We have a diverse customer base that includes acute care hospitals, health systems, independent retail pharmacies, alternate site customers and national and regional retail pharmaceutical chains, including pharmacy departments of supermarkets and mass merchandisers. We are typically the primary source of supply for our customers. In addition, we offer a broad range of value-added solutions designed to enhance the operating efficiencies and competitive positions of our customers, allowing them to improve the delivery of healthcare to patients and consumers. No single customer represented more than 7.3% of AmeriSource's and Bergen's total operating revenue on a combined basis during fiscal 2000. Including the Veterans Administration, AmeriSource's, and Bergen's top ten customers on a combined basis represented approximately 24.9% of the total pro forma operating revenue during fiscal 2000. Suppliers. Historically, AmeriSource and Bergen obtained pharmaceutical and other products from a number of manufacturers, none of which accounted for more than approximately 7% of AmeriSource's and Bergen's net sales on a combined basis in fiscal 2000. The five largest suppliers in fiscal 2000 accounted for approximately 26% of AmeriSource's and Bergen's combined net sales. AmeriSource and Bergen have not experienced difficulty in purchasing desired products from suppliers in the past. We currently have agreements with many of our suppliers which generally require them to maintain an adequate quantity of a supplier's products in inventory. The majority of contracts with suppliers are terminable upon 30 days notice by either party. The loss of certain suppliers could adversely affect our business if alternate sources of supply are unavailable. We believe that our relationships with our suppliers are good. Management Information Systems. We continually invest in advanced management information systems and automated warehouse technology. Our management information systems provide for, among other things, electronic order entry by customers, invoice preparation and purchasing and inventory tracking. As a result of electronic order entry, the cost of receiving and processing orders has not increased as rapidly as sales volume. Our customized systems strengthen customer relationships by allowing the customer to lower its operating costs and by -44- providing the basis for a number of the value-added services offered to its customers, including marketing data, inventory replenishment, single-source billing, computer price updates and price labels. AmeriSource and Bergen operate their respective full service pharmaceutical distribution facilities with different centralized management information systems. We are now in the process of evaluating the two systems and intend to use a common system in the future. This process is complex and will take several years to complete. We plan to continue to make system investments to further improve our information capabilities and meet our customer and operational needs. Currently, we are expanding our electronic interface with suppliers and now electronically process a substantial portion of our purchase orders, invoices and payments. We also intend to expand our use of warehouse automation systems. Competition We engage in the wholesale distribution of pharmaceuticals and related healthcare solutions in a highly competitive environment. We compete with both national and regional distributors, some of which are larger and have greater financial resources than we do. Our national competitors include Cardinal Health, Inc. and McKesson Corporation. In addition, we compete with regional and local distributors, direct-selling manufacturers, warehousing chain drugstores and other specialty distributors. Competitive factors include value- added service programs, breadth of product, price, service and delivery, credit terms and customer support. PharMerica's competitors principally include national institutional pharmacies and long-term care company-owned captive pharmacies. We believe that the competitive factors most important in PharMerica's lines of business are quality and range of service offered, comparative prices, reputation with referral sources, ease of doing business with the provider and the ability to develop and maintain relationships with referral sources. One of PharMerica's competitors is significantly larger than PharMerica. In addition, there are relatively few barriers to entry in the local markets served by PharMerica and it may encounter substantial competition from local market entrants. PharMerica competes with numerous billing companies in connection with its workers' compensation electronic claims adjudication business. Employees As of June 30, 2001 we employed approximately 13,700 persons, of which approximately 12,000 were full-time employees. Approximately 6% of full and part-time employees are covered by collective bargaining agreements. We consider our relationship with our employees and the unions representing certain of our employees to be satisfactory. Government Regulation From time to time various federal and state agencies may investigate our compliance with legal and regulatory requirements applicable to our operations, and may initiate actions in response to perceived non-compliance with these requirements. Generally, we have been able to satisfy their concerns or resolve the issues, and believe that we are in material compliance with applicable requirements. Healthcare Regulation Certain pharmaceutical products and medical supplies sold by us are subject to federal and state statutes and regulations governing the sale, marketing, packaging and distribution of prescription drugs, including controlled substances, and medical devices. Licensure and Registration Laws The DEA, the FDA and various state boards of pharmacy regulate the distribution of pharmaceutical products and controlled substances, requiring wholesale distributors of these substances to register for permits and licenses, and to meet various security and operating standards. As a wholesale distributor of pharmaceuticals, the Company is subject to these regulations. Furthermore, we (particularly in our PharMerica operations) and/or our customers are subject to extensive licensing requirements. The DEA and FDA laws and regulations are broad in scope and are subject to frequent modification and varied interpretation. Significant criminal, civil and administrative sanctions may be imposed for violation of these laws and regulations. -45- Medicare and Medicaid As part of various changes made to Medicare, the United States Congress established the Prospective Payment System ("PPS") in 1997 for Medicare patients in skilled nursing facilities. PPS pays a federal daily rate for virtually all covered skilled nursing facility services. Under PPS, PharMerica's skilled nursing facility customers are no longer able to pass through their costs for certain products and services provided by PharMerica. Instead, PharMerica's customers receive a federal daily rate to cover the costs of all eligible goods and services provided to Medicare patients, which may include certain pharmaceutical and other goods and services provided by PharMerica that were previously reimbursed separately under Medicare. Since the reimbursement to skilled nursing facilities by Medicare is limited by PPS, such facilities now have an increased incentive to negotiate with PharMerica to minimize the costs of providing goods and services to patients covered under Medicare. PharMerica continues to bill skilled nursing facilities on a negotiated fee schedule. PharMerica's reimbursement for pharmaceuticals provided under state Medicaid programs are also subject to government regulation. During the fourth quarter of fiscal 2000, PharMerica began to experience the negative impact of two recent regulatory events which reduced reimbursement under state Medicaid programs, and it is expected that such lower reimbursements will continue into future years. The first event was the announcement by approximately 34 states of a significant reduction in AWP reimbursement levels for certain intravenous (IV) drugs provided to Medicaid beneficiaries. The second event was CMS' reduction of FUL prices, which are used to set the reimbursement levels for numerous pills and tablets dispensed to Medicaid beneficiaries. Kickback/Referral Restrictions The fraud and abuse laws (i) preclude, among other things, persons from soliciting, offering, receiving or paying any remuneration in order to induce the purchasing of items or services that are paid for by Medicare or Medicaid and (ii) impose a number of restrictions upon referring physicians and providers of designated health services under Medicare and Medicaid programs. Significant criminal, civil and administrative sanctions may be imposed for violation of these laws. Health Information Practices HIPAA and related rules and regulations set forth health information standards in order to protect security and privacy in the exchange of individually identifiable health information. Significant criminal and civil penalties may be imposed for violation of these standards. Management is not currently in the position to estimate or predict the cost of compliance with HIPAA requirements. Healthcare Reform As a result of a wide variety of political, economic and regulatory influences, the healthcare delivery industry in the United States is and will continue to be under intensive scrutiny and subject to fundamental changes. We cannot predict which, if any, of such reform proposals will be adopted, when they may be adopted or what impact they may have on us. Environmental Regulation At our former Charleston, South Carolina, distribution center there is evidence of residual soil contamination remaining from the fertilizer manufacturing process operated on that site by third parties over thirty years ago. Our environmental consulting firm has conducted soil surveys and groundwater studies at various times since 1994. Early studies indicated that there was lead on-site at levels requiring further investigation and the preliminary analysis prepared during the third quarter of fiscal 1994 indicated that, if both soil and groundwater remediation are required, the approximate cost would be $4.1 million. Recent analyses have resulted in a reduction in the estimated liability for remediation to approximately $1.0 million. Such estimate, which is reflected in other liabilities in our consolidated balance sheet, is based on the present estimate of the extent of contamination, choice of remedy, and enacted laws and regulations, including remedial standards; however, changes in any of these could affect the estimated liability. -46- and enacted laws and regulations, including remedial standards; however, changes in any of these could affect the estimated liability. Properties As of June 30, 2001, we conducted our business from office and operating unit facilities at 184 owned and leased locations throughout the United States and Puerto Rico. In the aggregate, our operating units occupy approximately 7.9 million square feet of office and warehouse space, of which approximately 2.9 million square feet is owned and approximately 5.0 million square feet is leased under lease agreements with expiration dates ranging from fiscal 2001 to fiscal 2010. Our 52 full service pharmaceutical distribution facilities range in size from approximately 20,000 square feet to 231,500 square feet, with an aggregate of approximately 5.8 million square feet. Leased facilities are located in Puerto Rico plus the following states: Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Kentucky, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington and West Virginia. Owned facilities are located in the following states: Alabama, California, Georgia, Illinois, Indiana, Kentucky, Massachusetts, Michigan, Mississippi, Missouri, Ohio, Oklahoma, Tennessee, Texas and Virginia. We utilize a fleet of owned and leased vans and trucks, as well as contract carriers to deliver our products. We consider our operating properties to be in satisfactory condition and well utilized with adequate capacity for growth. As of June 30, 2001, our PharMerica operations were located in 114 leased locations ranging in size from approximately 150 to 89,000 square feet and have a combined area of approximately 1,152,000 square feet. The lease expiration dates of the leased facilities range from fiscal 2001 through fiscal 2010. As of June 30, 2001, the other business units within the pharmaceutical distribution segment (our pharmaceutical alternate site distribution business, our pharmaceutical repackaging businesses and our smaller specialty units) were located in thirteen leased and two owned locations. The locations range in size from approximately 2,000 square feet to 153,000 square feet and have a combined area of approximately 678,000 square feet. The leases expire from fiscal 2001 through fiscal 2005. We own and lease an aggregate of approximately 315,000 square feet of general and executive offices in Orange, California and Chesterbrook, Pennsylvania, and lease approximately 28,000 square feet of data processing offices in Montgomery, Alabama. The lease expiration dates of these facilities range from fiscal 2004 through fiscal 2010. Legal Proceedings AmeriSource For a description of AmeriSource's legal proceedings see the annual report of AmeriSource on Form 10-K filed with the SEC on December 20, 2000, the relevant portions of which are incorporated by reference herein and the quarterly reports of AmeriSource on Form 10-Q filed with the SEC on February 13, 2001, May 14, 2001 and August 14, 2001, the relevant portions of which are incorporated by reference herein. Bergen For a description of Bergen's legal proceedings see the annual report of Bergen on Form 10-K filed with the SEC on December 29, 2000, the relevant portions of which are incorporated by reference herein, and the quarterly reports of Bergen on Form 10-Q filed with the SEC on February 14, 2001, May 14, 2001 and August 14, 2001, respectively, the relevant portions of which are incorporated by reference herein. -47- THE EXCHANGE OFFER Purpose and Effect of the Exchange Offer We issued and sold the old notes to the initial purchasers on August 14, 2001. The initial purchasers subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the old notes are subject to transfer restrictions, we, the subsidiary guarantors and the initial purchasers entered into a registration rights agreement dated August 14, 2001 under which we agreed: . on or before November 12, 2001, to prepare and file with the Securities and Exchange Commission the registration statement of which this prospectus is a part; . on or before February 10, 2002, to use our best efforts to cause the registration statement to become effective under the Securities Act; . upon the effectiveness of the registration statement, to offer the new notes in exchange for surrender of the old notes; and . to keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes. The registration statement is intended to satisfy in part our obligations relating to the old notes under the registration rights agreement. Under existing interpretations of the Securities and Exchange Commission, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that: . it is acquiring the new notes in the ordinary course of its business; . it has no arrangement or understanding with any person to participate in the distribution of the new notes; and . it is not our affiliate, as that term is interpreted by the Securities and Exchange Commission. However, broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement regarding resales of the new notes. The Securities and Exchange Commission has taken the position that broker-dealers receiving new notes in the exchange offer may fulfill their prospectus delivery requirements relating to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with this prospectus. Under the registration rights agreement, we are required to allow broker-dealers receiving new notes in the exchange offer and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the notes were acquired by the broker- dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." Terms of The Exchange Offer; Period For Tendering Old Notes Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal (which together constitute the exchange offer), we will accept for exchange old notes which are properly tendered on or prior to the expiration date of the exchange offer and not withdrawn as permitted below. The expiration date of the exchange offer shall be 5:00 p.m., New York City time, on , 2001, unless extended by us, in our sole discretion. As of the date of this prospectus, $500.0 million aggregate principal amount of the old notes are outstanding. This prospectus, together with the Letter of Transmittal, is first being sent on or about , 2001 -48- to all holders of old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to conditions as set forth under "-- Conditions to the Exchange Offer" below. We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for any exchange of any old notes, by giving notice of the extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer. We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under "-- Conditions to the Exchange Offer." We will give notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable, the notice in the case of any extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. Procedures for Tendering Old Notes The tender to us of old notes by a holder of old notes as set forth below and the acceptance of the tender by us will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal. Except as set forth below, a holder who wishes to tender old notes for exchange under the exchange offer must transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by the Letter of Transmittal, to The Chase Manhattan Bank and Trust Company, National Association at the address set forth below under "--Exchange Agent" on or prior to the expiration date of the exchange offer. In addition, the exchange agent must receive: . certificates for the old notes along with the Letter of Transmittal, or . prior to the expiration date of the exchange offer, a timely confirmation of a book-entry transfer of the old notes into the exchange agent's account at The Depository Trust Company in accordance with the procedure for book-entry transfer described below, or . the holder must comply with the guaranteed delivery procedure described below. The method of delivery of old notes, Letters of Transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send Letters of Transmittal or old notes to us. Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered: . by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instruction" or "Special Delivery Instruction" on the Letter of Transmittal; or . for the account of a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States. If old notes are registered in the name of a person other than a signer of the Letter of Transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by -49- us in our sole discretion, duly executed by the registered holder with the signature on the old notes guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and who wishes to tender, should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on the owner's own behalf, the owner must, prior to completing and executing the Letter of Transmittal and delivering the owner's old notes, either (1) make appropriate arrangements to register ownership of the old notes in the owner's name or (2) obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our sole discretion. This determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date of the exchange offer (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer). The interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date of the exchange offer (including the Letter of Transmittal and the instructions to the Letter of Transmittal) by us shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity regarding any tender of old notes for exchange, nor shall any of them incur any liability for failure to give notification. If the Letter of Transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing, and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. By tendering, each holder of old notes will represent to us in writing that, among other things: . the new notes acquired in the exchange offer are being obtained in the ordinary course of business of the holder and any beneficial holder; . neither the holder nor any beneficial holder has an arrangement or understanding with any person to participate in the distribution of the new notes; and . neither the holder nor any other person is an "affiliate," as defined under Rule 405 of the Securities Act, of our company. If the holder is not a broker-dealer, the holder must represent that it is not engaged in nor does it intend to engage in distribution of the new notes. If any holder or any other person is an "affiliate," as defined under Rule 405 of the Securities Act, of ours, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes to be acquired in the exchange offer, the holder or any other person (1) may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the holder is a broker-dealer, the holder must represent that it will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." -50- Acceptance of Old Notes For Exchange; Delivery Of New Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date of the exchange offer, all old notes properly tendered, and will issue the new notes promptly after acceptance of the old notes. See "--Conditions to the Exchange Offer" below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral and written notice to the exchange agent. The new notes will bear interest from the most recent date to which interest has been paid on the old notes, or if no interest has been paid on the old notes, from August 14, 2001. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from August 14, 2001. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer and will be deemed to have waived their rights to receive accrued interest on the old notes. In all cases, issuance of new notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of (1) certificates for the old notes or a timely confirmation of a book-entry transfer of the old notes into the exchange agent's account at The Depository Trust Company, (2) a properly completed and duly executed Letter of Transmittal and (3) all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes (or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company according to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to an account maintained with the Depository Trust Company) as promptly as practicable after the expiration of the exchange offer. Book-Entry Transfer Any financial institution that is a participant in The Depository Trust Company's systems may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent's account at The Depository Trust Company in accordance with The Depository Trust Company's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at The Depository Trust Company, the Letter of Transmittal or facsimile of the Letter of Transmittal with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth below under "--Exchange Agent" on or prior to the expiration date of the exchange offer, unless the holder has strictly complied with the guaranteed delivery procedures described below. We understand that the exchange agent has confirmed with The Depository Trust Company that any financial institution that is a participant in The Depository Trust Company's system may utilize The Depository Trust Company's Automated Tender Offer Program to tender old notes. We further understand that the exchange agent will request, within two business days after the date the exchange offer commences, that The Depository Trust Company establish an account for the old notes for the purpose of facilitating the exchange offer, and any participant may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent's account in accordance with The Depository Trust Company's Automated Tender Offer Program procedures for transfer. However, the exchange of the old notes so tendered will only be made after timely confirmation of the book-entry transfer and timely receipt by the exchange agent of, in addition to any other documents required, an appropriate Letter of Transmittal with any required signature guarantee and an agent's message, which is a message, transmitted by The Depository Trust Company and received by the exchange agent and forming part of a confirmation of a book-entry transfer, which states that The Depository Trust Company has received an express acknowledgment from a participant tendering old notes which are the subject of the confirmation of a book-entry transfer and that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce the agreement against that participant. -51- Guaranteed Delivery Procedures If a registered holder of the old notes desires to tender the old notes and the old notes are not immediately available, or time will not permit the holder's old notes or other required documents to reach the exchange agent before the expiration date of the exchange offer, or the procedure for book- entry transfer cannot be completed on a timely basis, a tender may nonetheless be effected if: . the tender is made through a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States; . prior to the expiration date of the exchange offer, the exchange agent received from the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) and Notice of Guaranteed Delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of old notes and the amount of old notes tendered, stating that the tender is being made and guaranteeing that within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States with the exchange agent; and . the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and all other documents required by the Letter of Transmittal are received by the exchange agent within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. Withdrawal Rights Tenders of old notes may be withdrawn at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth below under "--Exchange Agent." Any notice of withdrawal must: . specify the name of the person having tendered the old notes to be withdrawn; . identify the old notes to be withdrawn (including the principal amount of the old notes); and . where certificates for old notes have been transmitted, specify the name in which the old notes are registered, if different from that of the withdrawing holder. If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States unless the holder is a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. -52- If old notes have been tendered in accordance with the procedure for book- entry transfer described above, any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility. All questions as to the validity, form and eligibility (including time of receipt) of the notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder (or in the case of old notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company according to the book- entry transfer procedures described above, the old notes will be credited to an account maintained with The Depository Trust Company for the old notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "--Procedures for Tendering Old Notes" above at any time on or prior to the expiration date of the exchange offer. Conditions To The Exchange Offer Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of the old notes for exchange or the exchange of new notes for the old notes, we determine that: . the exchange offer does not comply with any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission; . we have not received all applicable governmental approvals; or . any actions or proceedings of any governmental agency or court exist which could materially impair our ability to consummate the exchange offer. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any event we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time. Exchange Agent The Chase Manhattan Bank and Trust Company, National Association has been appointed as the exchange agent for the exchange offer. All executed Letters of Transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery should be directed to the exchange agent addressed as follows: The Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 3800 San Fancisco, California 94111 Attention: James Nagy Delivery other than as set forth above will not constitute a valid delivery. -53- Fees and Expenses We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The expenses to be incurred in connection with the exchange offer will be paid by us. These expenses include fees and expenses of the exchange agent and trustee under the indenture governing the notes, accounting and legal fees and printing costs, among others. Accounting Treatment The new notes will be recorded at the same carrying amount as the old notes, which is the principal amount as reflected in our accounting records on the date of the exchange and, accordingly, no gain or loss will be recognized. The debt issuance costs will be capitalized and amortized to interest expense over the term of the new notes. Transfer Taxes Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. Consequences of Failure To Exchange; Resales of New Notes Holders of old notes who do not exchange their old notes for new notes in the exchange offer will continue to be subject to the restrictions on transfer of the old notes as set forth in the legend on the old notes as a consequence of the issuance of the old notes in accordance with exemptions from, or in transactions not subject to, the registration requirements of, the Securities Act and applicable state securities laws. Old notes not exchanged in accordance with the exchange offer will continue to accrue interest at 8 1/8% per annum and will otherwise remain outstanding in accordance with their terms. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. In general, the old notes may not be offered or sold unless registered under the Securities Act, except in accordance with an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. However, (1) if because of any change in law or in applicable interpretations by the staff of the Securities and Exchange Commission, we are not permitted to effect the exchange offer, (2) if the exchange offer is not consummated by March 12, 2002, (3) if any initial purchaser so requests that the old notes not eligible be exchanged for new notes in the exchange offer and held by it following consummation of the exchange offer or (4) if any holder of old notes (other than a broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making or other trading activities) is not eligible to participate in the exchange offer or, in the case of any holder of old notes (other than a broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making or other trading activities) that participates in the exchange offer, does not receive new notes in exchange for old notes that may be sold without restriction under state and federal securities laws, we are obligated to file a shelf registration statement on the appropriate form under the Securities Act relating to the old notes held by such persons. Based on interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that new notes issued in accordance with the exchange offer may be offered for resale, resold or otherwise transferred by the holders (other than (1) any holder which is an "affiliate" of us within the meaning of Rule 405 under the Securities Act or (2) any broker-dealer that purchases notes from us to resell in accordance with Rule 144A or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of the holders' business and the holders have no arrangement or understanding with any person to participate in the distribution of the new notes. If any holder has any arrangement or understanding regarding the distribution of the new notes to be acquired in accordance with the exchange offer, the holder (1) could not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. A -54- broker-dealer who holds old notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the Letter of Transmittal that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." We have not requested the staff of the Securities and Exchange Commission to consider the exchange offer in the context of a no-action letter, and there can be no assurance that the staff would take positions similar to those taken in the interpretive letters referred to above if we were to make a no-action request. In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdictions or an exemption from registration or qualification is available and is complied with. We have agreed, under the registration rights agreement and subject to specified limitations therein, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions in the United States as any selling holder of the notes reasonably requests in writing. -55- MANAGEMENT Directors, Executive Officers and Key Employees The principal executive officers and directors of AmerisourceBergen are as follows:
Name Age Title ---- --- ----- R. David Yost.................... 53 President, Chief Executive Officer and Director of AmerisourceBergen Kurt J. Hilzinger................ 41 Executive Vice President and Chief Operating Officer of AmerisourceBergen Neil F. Dimick................... 51 Executive Vice President and Chief Financial Officer of AmerisourceBergen Charles J. Carpenter............. 51 Senior Vice President and President of PharMerica, Inc. Steven H. Collis................. 39 Senior Vice President and President of ASD Specialty Healthcare, Inc. Brent R. Martini................. 41 Senior Vice President and President of AmerisourceBergen Drug Company William G. Sprague............... 58 Vice President, General Counsel and Secretary Robert E. Martini................ 68 Director and Non-executive Chairman of the Board of AmerisourceBergen Rodney H. Brady.................. 66 Director Richard C. Gozon................. 62 Director Edward E. Hagenlocker............ 61 Director James R. Mellor.................. 69 Director Francis G. Rodgers............... 73 Director J. Lawrence Wilson............... 64 Director
R. David Yost. Mr. Yost served as director of AmeriSource from 1997 until the merger. He was Chairman of AmeriSource's board of directors and Chief Executive Officer of AmeriSource from December 2000 until the merger. Mr. Yost previously served as President and Chief Executive Officer of AmeriSource from May 1997 to December 2000. Prior to that, Mr. Yost served as Executive Vice President--Operations of AmeriSource since 1995. Mr. Yost held a variety of sales, marketing and management positions with AmeriSource or its predecessors since 1974. Mr. Yost was a member of the Capital Appropriations Committee of AmeriSource's board of directors. Kurt J. Hilzinger. Mr. Hilzinger served as President and Chief Operating Officer of AmeriSource from December 2000 until the merger. Prior to that time he served as Senior Vice President and Chief Operating Officer of AmeriSource from January 1999 to December 2000. He served as Senior Vice President, Chief Financial Officer of AmeriSource from 1997 to 1999 and Vice President, Chief Financial Officer and Treasurer of AmeriSource from 1995 to 1997. Neil F. Dimick. Mr. Dimick served as Senior Executive Vice President and Chief Financial Officer of Bergen from 1992 until the merger of AmeriSource and Bergen and was formerly Bergen's Vice President, Finance from 1991 to 1992. He was also President of Bergen Brunswig Specialty Company from September 1996 to August 2000. Mr. Dimick was a member of the Bergen board of directors from 1995 until the merger and was Chairman of Bergen's Financing Committee of the board of directors and a member of Bergen's Investment Retirement Plan Committee of the board of directors. Charles J. Carpenter. Mr. Carpenter served as President, PharMerica, Inc., from April 1999 until the merger, and Senior Executive Vice President of Bergen from 1996 until the merger. Prior to that, he was Chief Procurement Officer of Bergen, from 1996 to April 1999 and Executive Vice President, Supplier Relations and Operations, Bergen Brunswig Drug Company, a subsidiary of Bergen, from 1995 to 1996. -56- Steven H. Collis. Mr. Collis served as Senior Executive Vice President of Bergen from February 2000 until the merger and President of ASD Specialty Healthcare, Inc., from September 2000 until the merger. He was also Executive Vice President of ASD Specialty Healthcare, Inc., from 1996 to August 2000 and was General Manager of ASD Specialty Healthcare, Inc., from 1994 to 1996. Brent R. Martini. Mr. Martini served as Senior Executive Vice President of Bergen and President of Bergen Brunswig Drug Company, a subsidiary of Bergen, from September 1996 until the merger. Prior to that he was Executive Vice President, West Region of Bergen from 1994 to 1996 and Vice President, Quality Organizational Development and Training of Bergen Brunswig Drug Company from 1991 to 1994. Mr. Martini was a director of Bergen from December 1999 until the merger. Mr. Martini is a director of Healthcare Distribution Management Association, a national trade association that represents pharmaceutical and related healthcare product distributors throughout the Americas. Mr. Brent R. Martini is the son of Mr. Robert E. Martini, former Chairman and Chief Executive Officer of Bergen and current Chairman of the board of directors of AmerisourceBergen. William G. Sprague. Mr. Sprague was appointed Vice President, General Counsel and Secretary of AmeriSource in November 1998. Prior to that time he served as Vice President, General Counsel and Secretary of Lukens, Inc. from 1992 to 1998. Robert E. Martini. Mr. Martini served as a director of Bergen from 1962 until the merger. He was the Chairman of the board of directors of Bergen from 1992 until the merger and Chief Executive Officer of Bergen from November 1999 until the merger. Prior to that, he had been a consultant to Bergen since 1997. Mr. Martini had been Chief Executive Officer of Bergen from 1990 to 1997 and President of Bergen from 1981 to 1992. Mr. Martini was a member of Bergen's Executive Committee and Financing Committee. Mr. Martini is a director of Mossimo, Inc. Mr. Martini is the father of Brent R. Martini, a former Senior Executive Vice President and member of the board of directors of Bergen and the current Senior Vice President and President of AmerisourceBergen. Rodney H. Brady. Mr. Brady served as a director of Bergen from 1973 until the merger. Mr. Brady has been the President and Chief Executive Officer of Deseret Management Corporation (diversified corporate holding company) since April 1996. He is the former President and Chief Executive Officer, Bonneville International Corporation (broadcast communications) (1985 to 1996). Mr. Brady is a director of Deseret Mutual Insurance Company and has also served as a director of First Security Corporation. Richard C. Gozon. Mr. Gozon was a director of AmeriSource from 1994 until the merger. He has served as the Executive Vice President of Weyerhaeuser Company since June 1994. Mr. Gozon is a director of UGI Corporation, Triumph Group, Inc., and Amerigas Partners, L.P. Edward E. Hagenlocker. Mr. Hagenlocker was a director of AmeriSource from 1999 until the merger. He is the retired Vice Chairman of Ford Motor Company and served in that position from 1996 until his retirement in 1999. He also served as Chairman of Visteon from 1997 to 1999. He formerly served as President of Ford Automotive Operations from 1994 to 1996 and Chairman of Ford of Europe in 1996. He serves as a director of Boise Cascade Corporation, Nanophase Technologies Corporation and Air Products and Chemicals, Inc. James R. Mellor. Mr. Mellor served as a director of Bergen from 1979 until the merger. He has served as Chairman of the Board of USEC, Inc. since July 1998. Mr. Mellor is the former Chairman of the Board and Chief Executive Officer (1993 to 1997), and former President and Chief Operating Officer (1991 to 1993) of General Dynamics Corporation (diversified defense and aerospace). Mr. Mellor is a director of General Dynamics Corporation, Aeromovel USA, Inc., USEC, Inc. and Computer Sciences Corporation. Francis G. Rodgers. Mr. Rodgers served as a director of Bergen from 1982 until the merger. He is also an author and lecturer and the former Vice President of Marketing for IBM (information processing systems). Mr. Rodgers is a director of Milliken and Company, Protegrity Inc. and Response Logic Inc. J. Lawrence Wilson. Mr. Wilson was a director of AmeriSource from January 2000 until the merger. He is the Retired Chairman and Chief Executive Officer of Rohm and Haas Company where he served from 1988 until his retirement in 1999. He serves as a director of Cummins Engine Company, Inc., Mead Corporation and The Vanguard Group of Investment Companies. -57- The AmerisourceBergen bylaws also provide for the establishment of an executive management committee. The executive management committee will be comprised of: (i) the President and Chief Executive Officer of AmerisourceBergen, (ii) the Executive Vice President and Chief Operating Officer of AmerisourceBergen, (iii) the Executive Vice President and Chief Financial Officer of AmerisourceBergen, (iv) the Senior Vice President of AmerisourceBergen and President of AmerisourceBergen Drug Company, (v) the Senior Vice President of AmerisourceBergen and President of PharMerica, Inc. and (vi) the Senior Vice President of AmerisourceBergen and President of ASD Specialty Healthcare, Inc. The executive management committee will have all of the power and authority in the management of the business and affairs of AmerisourceBergen, insofar as it pertains to capital expenditures and acquisitions, as the board of directors of AmerisourceBergen may determine. Compensation of Executive Officers The following table sets forth, for the period from August 29, 2001 through September 30, 2001(1), certain information regarding the cash compensation paid by the Company, as well as certain other compensation paid or accrued for that time period, to each of the persons who served as an executive officer of the Company. Summary Compensation Table
Long Term Compensation -------------------------------------------------------------- Awards Payouts -------------------------------------------------------------- Other Restricted Securities Name and Principal Compen- Stock Underlying LTIP All Other Position Salary ($) Bonus ($) sation($) Awards(s) ($) Options (#) Payouts ($) Compensation ($) ---------------------- ---------- --------- --------- ------------- ----------- ----------- ---------------- R. David Yost........ 49,466 53,521 -- -- 100,000 -- 250 (2) President, Chief Executive Officer and Director of AmerisourceBergen Kurt J. Hilzinger..... 32,120 31,758 -- -- 75,000 -- 250 (2) Executive Vice President and Chief Operating Officer Neil F. Dimick........ 34,615 40,500 -- -- 50,000 -- 786 (3) Executive Vice President and Chief Financial Officer Brent R. Martini...... 29,646 19,167 -- -- 25,000 -- 546 (3) Senior Vice President and President of AmerisourceBergen Drug Company Charles J. Carpenter.. 27,623 27,983 -- -- 25,000 -- 546 (3) Senior Vice President and President of PharMerica, Inc.
(1) The following information is for this period only because it was on August 29, 2001 that the merger of AmeriSource and Berger was completed and AmerisourceBergen began trading on the New York Stock Exchange as a public company on August 30, 2001. (2) "All Other Compensation" for Mr. Yost and Mr. Hilzinger represents club dues. (3) "All Other Compensation" for Mr. Dimick, Mr. Martini and Mr. Carpenter represents imputed compensation reflecting the difference between the average market interest rate for the Company and the interest free loan to the respective officer. Stock Options Option Grants The following table sets forth certain information with respect to options granted to and exercised by the executive officers of the Company during the period from August 29, 2001 through September 30, 2001. The information set forth in these tables relates to options granted to and exercised by the executive officers of the Company to purchase shares of Common Stock under the 2001 Stock Option Plan.
Individual Grants ----------------- Number of Securities % of Exercise Underlying Total Options/ or Base Grant Date Options/SARs SARs Granted to Price Present Name Granted(#) (1) Employees ($/Sh) Expiration Date Value($) (2) ---- -------------- --------- ------ --------------- ------------ R. David Yost.............. 100,000 5.79% 64.02 September 17, 2011 $3,023,000 Kurt J. Hilzinger.......... 75,000 4.34 64.02 September 17, 2011 2,267,250 Neil F. Dimick............. 50,000 2.89 64.02 September 17, 2011 1,511,500 Brent R. Martini........... 25,000 1.45 64.02 September 17, 2011 755,750 Charles J. Carpenter....... 25,000 1.45 64.02 September 17, 2011 755,750
(1) The options granted under the 2001 Stock Option Plan become exercisable at a rate of 25% each year, beginning one year from the date of grant. (2) Present values were calculated using the Black-Scholes option valuation method. The actual value, if any, that an executive officer may receive is dependent on the excess of the stock price over the exercise price. Use of this model should not be viewed as a forecast of the future performance of the Company's stock price. The estimated grant date present value of the stock options was $30.23 based on the following defined option terms and assumptions: (a) a grant price of $64.02; (b) an exercise price of $64.02; (c) an expected life of 5 years; (d) a risk free interest rate of 3.99%, which represents the yield on Treasury Bonds with maturity dates corresponding to that of the options; (e) a dividend yield of .16% representing the stock's current yield; and (f) a stock price volatility rate of .497, which reflects how much the stock price varied on a weekly basis since the initial public offering of AmeriSource's Common Stock on April 4, 1995. Aggregated Option Exercises and Option Values The following table sets forth information regarding the number of exercised options during the period from August 29, 2001 through September 30, 2001 and the value of unexercised in-the-money options held by the executive officers of the Company as of September 30, 2001:
Number of Securities Value of Unexercised Underlying In-the-Money Options/SARs at Options/SARs at Shares Acquired Value FY-end (#) FY-end ($) On Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable (1) ---- ----------- -------- ------------- ----------------- R. David Yost.............. 28,000 1,419,600 176,250/298,750 7,622,750/8,419,000 Kurt J. Hilzinger.......... 24,000 1,258,337 135,000/270,000 5,819,500/7,397,688 Neil F. Dimick............. 0 0 142,436/144,781 3,954,338/4,584,610 Brent R. Martini........... 0 0 106,353/112,023 2,608,190/4,249,012 Charles J. Carpenter ...... 0 0 84,257/111,690 1,604,654/4,204,966
(1) Value calculated as the difference between the fair market value of the Common Stock on September 28, 2001 and the option exercise price. OWNERSHIP OF CAPITAL STOCK For information concerning the beneficial ownership of the capital stock of AmeriSource and Bergen, see AmeriSource's and Bergen's respective proxy statements used in connection with their 2001 annual meetings of stockholders, the relevant portions of which are incorporated by reference herein. DESCRIPTION OF CAPITAL STOCK For a description of AmerisourceBergen's Capital Stock, see Form S-4/A filed with the SEC on July 27, 2001, the relevant portions of which are incorporated by reference herein. DESCRIPTION OF OTHER INDEBTEDNESS Senior Debt In connection with the merger, AmerisourceBergen entered into a credit agreement (the "Credit Agreement") with a syndicate of senior lenders providing a senior secured facility of $1.3 billion. The new credit facility (i) provides for a revolving credit facility in the maximum amount of $1 billion and (ii) a term loan facility in the amount of $300 million, $100 million of which is available for letters of credit. The new credit facility expires on August 2006. Among other things, the Credit Agreement provides for: (i) interest rates of LIBOR plus a spread and (ii) the release of security based upon achievement of investment grade senior, unsecured debt ratings from Moodys and Standard & Poors credit rating agencies. In connection with the Credit Agreement, AmerisourceBergen incurred approximately $12 million of financing fees which will be deferred and amortized on a -58- straight-line basis over the five-year term of the Credit Agreement. The term loan facility will be subject to amortization of principal in annual amounts to be determined. Borrowings under the Credit Agreement bear interest at the rate of LIBOR plus a spread or the applicable prime rate plus a spread. Interest on loans under the Credit Agreement are payable at least quarterly. Under the terms of the Credit Agreement, AmerisourceBergen granted the senior lenders a perfected first priority security interest in AmerisourceBergen's inventory and other assets for collateral against borrowings under the Credit Agreement. AmerisourceBergen is required to pay a commitment fee on the unused portion of the commitment under the Credit Agreement plus an annual administration fee. The credit agreement contains affirmative covenants usual for facilities and transactions of this type. These covenants include the following: . satisfactory insurance; . payment of taxes; . delivery of financial statements; . maintenance of properties; and . compliance with laws. The credit agreement contains negative covenants usual for facilities and transactions of this type. These include the following restrictions: . indebtedness; . liens; . sale/leaseback arrangements; . dividends and distributions; . capital expenditures; . mergers, acquisitions and assets dispositions; . investments; . transactions with affiliates; . changes in businesses conducted; and . amendments of certain material documents. Additional covenants require compliance by AmerisourceBergen with specified financial ratios, including a leverage ratio and a fixed charge ratio. Obligations under the credit agreement are unconditionally guaranteed by AmerisourceBergen's current and future domestic subsidiaries, with certain exceptions. AmeriSource Securitization Effective May 14, 1999, AmeriSource, through a consolidated wholly-owned special-purpose entity, established a new receivables securitization facility, which provided AmeriSource with up to $325 million in available credit. During the third quarter of fiscal 2000, AmeriSource amended its receivables securitization facility to provide an additional $75 million of borrowing capacity, increasing total commitments under this facility to $400 million (the "Securitization Facility"). In connection with the Securitization Facility, AmeriSource sells on a revolving basis certain accounts sponsored by a financial institution. AmeriSource was retained as servicer of the sold accounts receivables. The Securitization Facility has an expiration date of May 2004. Interest is at a rate at which funds are obtained by the financial institution to fund the receivables (short-term commercial paper rates) plus a program fee of 38.5 basis points (7.0% at September 30, 2000). AmeriSource is required to pay a commitment fee of 25 basis points on any unused credit in excess of $25 million under the facility. Fees of $0.9 million incurred to -59- establish and amend the Securitization Facility were deferred and are being amortized on a straight-line basis over the term of the Securitization Facility. The transaction does not qualify as a "sale" in accordance with SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and, accordingly, AmeriSource accounts for the Securitization Facility as a financing transaction in its consolidated financial statements. Proceeds from the Securitization Facility were used to extinguish AmeriSource's prior receivables securitization financing ("Receivables Program") in the fourth quarter of fiscal 1999 and resulted in an extraordinary charge of $0.7 million (net of a $0.4 million tax benefit) related to the write-off of unamortized deferred financing fees. The Receivables Program bore interest at rates ranging from LIBOR plus 0.2% to the federal funds rate plus 1%. Transactions under this program did not qualify as sales under SFAS No. 125 and, accordingly, AmeriSource accounted for the Receivables Program as a financing transaction. Bergen Securitization On December 20, 2000, Bergen replaced its receivables securitization program by entering into a new receivables securitization agreement with a financial institution. The new agreement, which has a five-year term, provides for a longer commitment by the financial institution than did the prior agreement, which had a one-year term. In addition, the new agreement is designed to give Bergen additional availability, improved pricing and more flexibility in the timing of receivable sales. Availability is subject to specified percentages of eligible receivables, as defined in the agreement. The initial maximum availability under the program was $350 million, but Bergen increased the maximum to $450 million in August 2001 upon payment of an additional fee. Through the new Bergen receivables securitization program, Bergen's subsidiary drug company sells, on an ongoing basis, its accounts receivable to Blue Hill II ("Blue Hill"), a 100%-owned special purpose subsidiary. Blue Hill, in turn, sells an undivided percentage ownership interest in such receivables to various investors. The program qualifies for treatment as a sale of assets under SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." Sales are recorded at the estimated fair value of the receivables sold, reflecting discounts for the time value of money based on specified interest rates and estimated credit losses; the weighted average rate for the program was approximately 4.73% at June 30, 2001. As of June 30, 2001 and September 30, 2000, Bergen had outstanding net proceeds of $340 million and $168 million, respectively, from the sale of such receivables under its receivables securitization program, and accounts receivable has been reduced by these amounts in the accompanying Consolidated Balance Sheets. After the maximum limit of receivables sold has been reached and as sold receivables are collected, additional receivables may be sold up to the maximum amount available under the program. Aggregate discount and fees of approximately $4.7 million and $5.4 million for the three-month periods ended June 30, 2001 and 2000, and $15.6 million and $10.4 million for the nine-month periods, respectively, on the sold receivables are included in net interest expense. -60- Blanco Revolving Credit Facility One of Bergen's subsidiaries has a $55 million bank revolving credit facility which expires on May 20, 2002. Borrowings under the facility bear interest at 0.35% above LIBOR and are secured by a standby letter of credit under AmerisourceBergen's new credit facility for which AmerisourceBergen incurs a fee of 1.625%. Bergen Senior Notes On December 1, 1992, Bergen filed a $400 million shelf registration relating to debt securities which may be either senior or subordinated in priority of payment. Also on December 1, 1992, Bergen entered into a senior indenture (the "Indenture") with Chemical Trust Company of California, as senior trustee. The senior notes set forth below were issued pursuant to the shelf registration and the Indenture. 7 3/8% Senior Notes On January 14, 1993, Bergen sold $150 million aggregate principal amount of unsecured 7 3/8% Senior Notes due January 15, 2003. The 7 3/8% notes are not redeemable prior to maturity and are not entitled to any sinking fund. Interest on the 7 3/8% notes is payable semi-annually on January 15 and July 15 of each year. The Indenture contains covenants restricting Bergen's ability and the ability of certain of Bergen's subsidiaries to incur or permit to exist liens on their assets, except for permitted liens and to enter into sale and leaseback transactions, except permitted sale and leaseback transactions. The failure of Bergen and some of its subsidiaries to pay specific indebtedness when due constitutes, among other things, an event of default under the 7 3/8% notes and can lead to the acceleration of the payment of the 7 3/8% notes. 7 1/4 % Senior Notes On May 23, 1995, Bergen sold $100 million aggregate principal amount of unsecured 7 1/4% Senior Notes due June 1, 2005. The 7 1/4% notes are not redeemable prior to maturity and are not entitled to any sinking fund. Interest on the 7 1/4% notes is payable semi-annually on June 1 and December 1 of each year. The Indenture contains covenants restricting Bergen's ability and the ability of certain of Bergen's subsidiaries to incur or permit to exist liens on their assets, except for permitted liens and to enter into sale and leaseback transactions, except permitted sale and leaseback transactions. The failure of Bergen and some of its subsidiaries to pay specific indebtedness when due constitutes, among other things, an event of default under the 7 1/4% notes and can lead to the acceleration of the payment of the 7 1/4% notes. Durr-Fillauer 7% Convertible Subordinated Debentures In connection with the acquisition of Durr-Fillauer Medical Inc. and subsidiaries ("Durr") in September 1992, Bergen assumed $69 million of Durr's unsecured 7% Convertible Subordinated Debentures due March 1, 2006. Since September 1992, Bergen has redeemed $48.4 million aggregate principal amount plus accrued interest. The remaining unredeemed 7% debentures receive interest on March 1 and September 1 of each year. Under the terms of the indenture governing these debentures, Bergen commenced a change of control offer on the remaining debentures as a result of the merger. The change of control offer expires on October 26, 2001. AmeriSource 5% Convertible Subordinated Notes In December 2000 AmeriSource issued $300 million of Convertible Subordinated Notes due December 1, 2007 (the "AmeriSource notes"). The AmeriSource notes have an annual interest rate of 5% and are payable semiannually on June 1 and December 1 of each year. The AmeriSource notes are convertible into Common Stock of AmerisourceBergen at $52.97 per share at any time before their maturity or their prior redemption or repurchase by AmeriSource. The AmeriSource notes are subordinated in right of payment to all of AmeriSource's existing and future senior debt. AmeriSource's direct wholly- owned subsidiary, AmeriSource Corporation, unconditionally guaranteed the AmeriSource notes on a subordinated basis. Net proceeds from the AmeriSource notes of -61- approximately $290.7 million were used to repay existing borrowings of AmeriSource, and for working capital and other general corporate purposes. Upon the occurrence of specific changes in control of AmerisourceBergen, each note holder has the right to require AmerisourceBergen to purchase all or a portion of the note holder's AmeriSource notes at a price equal to 100% of the aggregate principal amount of the Amerisource notes. The failure of AmerisourceBergen and some of its subsidiaries to pay specific indebtedness when due constitutes, among other things, an event of default under the AmeriSource notes and can lead to the acceleration of the payment of the AmeriSource notes. After the merger, AmerisourceBergen became a co-obligor under the AmeriSource notes. PharMerica 8 3/8% Senior Subordinated Notes On June 25, 1999, PharMerica, Inc. ("PharMerica"), a wholly-owned subsidiary of Bergen, completed an offer to purchase its unsecured 8 3/8% Senior Subordinated Notes due 2008. Holders tendered an aggregate principal amount of $16.9 million in response to PharMerica's offer to purchase the PharMerica notes at a cash price equal to $1,010 per $1,000 principal amount, plus interest. The offer was required as a result of the acquisition of PharMerica by Bergen on April 26, 1999 according to the terms of the indenture under which the PharMerica notes were issued. PharMerica commenced a tender offer and consent solicitation for these notes on July 17, 2001. See "The Merger and Related Transactions." Approximately $184.6 million of PharMerica notes were tendered pursuant to the tender offer. Pursuant to the terms of the indenture governing the PharMerica notes, the consummation of the merger required us to make a change of control offer to repurchase remaining outstanding notes at a purchase price equal to 101% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of redemption. The change of control offer expires on October 29, 2001. Bergen 6 7/8% Exchangeable Subordinated Debentures In July 1986, Bergen issued $43 million of unsecured 6 7/8% Exchangeable Subordinated Debentures due July 2011. During March 1990, $32.1 million principal amount of the 6 7/8% debentures were tendered and purchased pursuant to an offer from Bergen. Since March 1990, Bergen has redeemed an additional $2.5 million aggregate principal amount plus accrued interest. The remaining unredeemed 6 7/8% debentures receive interest on January 15 and July 15 of each year. The failure of Bergen and some of its subsidiaries to pay specific indebtedness when due constitutes, among other things, an event of default under the 6 7/8% debentures and can lead to the acceleration of the payment of the 6 7/8% debentures. Bergen Trust Preferred Securities During the year ended September 30, 1999, Bergen formed Bergen Capital I (the "Trust") which was established to sell preferred securities to the public; sell common securities to Bergen; use the proceeds from these sales to buy an equal amount of subordinated debt securities of Bergen and distribute the cash payments it receives on the subordinated debt securities it owns to the holders of its preferred and common securities. In turn, Bergen will pay principal, premium (if any) and interest on its subordinated debt securities and will guarantee certain payments relating to the preferred securities. As of August 14, 2001, AmerisourceBergen also agreed to guarantee certain payments relating to the preferred securities. On May 26, 1999, the Trust, a wholly-owned subsidiary of Bergen, issued 12,000,000 shares of 7.80% Trust Originated Preferred Securities (SM) (TOPrS(SM)) (the "Preferred Securities") at $25 per security. The proceeds of such issuances were invested by the Trust in $300 million aggregate principal amount of Bergen's 7.80% Subordinated Deferrable Interest Notes due June 30, 2039. Bergen used the net proceeds from the Trust for general corporate purposes, principally retirement of a portion of its outstanding debt. The subordinated notes represent the sole assets of the Trust and bear interest at the annual rate of 7.80%, payable quarterly, and are redeemable by Bergen beginning in May 2004 at 100% of the principal amount thereof. The obligations of the Trust related to the Preferred Securities are fully and unconditionally guaranteed by Bergen and AmerisourceBergen. -62- Holders of the Preferred Securities are entitled to cumulative cash distributions at an annual rate of 7.80% of the liquidation amount of $25 per security beginning June 30, 1999. The Preferred Securities will be redeemable upon any repayment of the Subordinated Notes at 100% of the liquidation amount beginning in May 2004. Bergen, under certain conditions, may cause the Trust to defer the payment of distributions for successive periods of up to 20 consecutive quarters. During such periods, accrued distributions on the Preferred Securities will compound quarterly at an annual rate of 7.80%. Also, during such periods, Bergen may not declare or pay distributions on its capital stock; may not redeem, purchase or make a liquidation payment on any of its capital stock; and may not make interest, principal or premium payments on, or repurchase or redeem, any of its debt securities that rank equal with or junior to the Subordinated Notes. The subordinated notes and the related Trust investment in the subordinated notes have been eliminated in consolidation and the Preferred Securities are reflected as outstanding in Bergen's consolidated financial statements incorporated by reference herein. -63- DESCRIPTION OF NOTES You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, "AmerisourceBergen" refers only to AmerisourceBergen Corporation and not to any of its subsidiaries. AmerisourceBergen issued the notes under an indenture between itself and Chase Manhattan Bank and Trust Company, National Association, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. See "Notice to Investors." The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The following description is a summary of the material provisions of the indenture and the registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as holders of these notes. Copies of the indenture and the registration rights agreement are available as set forth below under "-- Additional Information." Certain defined terms used in this description but not defined below under "--Certain Definitions" have the meanings assigned to them in the indenture. The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture. Brief Description of the Notes and the Guarantees The notes: . are general unsecured obligations of AmerisourceBergen; . are pari passu in right of payment with any future unsecured senior Indebtedness of AmerisourceBergen; . are senior in right of payment to any future subordinated Indebtedness of AmerisourceBergen; and . are unconditionally guaranteed by each of the Domestic Subsidiaries of AmerisourceBergen (other than the Designated Non-Guarantors). However, the notes are effectively subordinated in right of payment to all existing and future secured debt of AmerisourceBergen and the guarantors, including all borrowings under the New Credit Facility. See "Risk Factors--Your right to receive payments on the notes is effectively subordinated to our and the subsidiary guarantors' existing and future secured indebtedness." Assuming we had completed this offering of notes and applied the net proceeds as intended, as of June 30, 2001, AmerisourceBergen would have had $413.8 million of secured debt outstanding and an additional $825.8 million would have been available for borrowing on a secured basis under the New Credit Facility. The indenture will permit us to incur additional secured debt under certain circumstances. All of our subsidiaries are "Restricted Subsidiaries" and are guarantors, except the Receivables Subsidiaries established in connection with our accounts receivables securitization facilities, which are not Restricted Subsidiaries and do not guarantee the notes, and except that the Designated Non-Guarantors do not guarantee the notes. Under the circumstances described below under the subheading "--Certain Covenants--Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our other subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries do not guarantee the notes. The Designated Non- Guarantors held less than 1% of our pro forma assets as of June 30, 2001 and accounted for less than 1% of our pro forma operating revenue for the nine-month period ended June 30, 2001. Principal, Maturity and Interest AmerisourceBergen issued the notes with a maximum aggregate principal amount of $500.0 million. AmerisourceBergen may issue additional notes from time to time after the initial offering. Any offering of -64- additional notes is subject to the covenant described below under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. AmerisourceBergen will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on September 1, 2008. Interest on the notes will accrue at the rate of 8 1/8% per annum and will be payable semi-annually in arrears on March 1 and September 1, commencing on March 1, 2002. AmerisourceBergen will make each interest payment to the Holders of record on the immediately preceding February 15 and August 15. Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30- day months. Methods of Receiving Payments on the Notes If a Holder has given wire transfer instructions to AmerisourceBergen, AmerisourceBergen will pay, or cause to be paid, all principal, interest and premium and Liquidated Damages, if any, on that Holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless AmerisourceBergen elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Paying Agent and Registrar for the Notes The trustee will initially act as paying agent and registrar. AmerisourceBergen may change the paying agent or registrar without prior notice to the Holders of the notes, and AmerisourceBergen or any of its Subsidiaries may act as paying agent or registrar. Transfer and Exchange A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. AmerisourceBergen may require a Holder to pay all taxes and fees required by law or permitted by the Indenture. AmerisourceBergen is not required to transfer or exchange any note selected for redemption. Also, AmerisourceBergen is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. Subsidiary Guarantees The notes will be guaranteed by each of AmerisourceBergen's current and future Domestic Subsidiaries, other than the Designated Non-Guarantors, pursuant to the supplemental indenture that was executed and delivered at the time that the Merger was consummated. These Subsidiary Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee is limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors--Federal and State statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors." A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than AmerisourceBergen or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights -65- agreement pursuant to a supplemental indenture satisfactory to the trustee or by operation of law; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture. The Subsidiary Guarantee of a Guarantor will be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of AmerisourceBergen, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture; (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of AmerisourceBergen, if the sale complies with the "Asset Sale" provisions of the indenture; or (3) if AmerisourceBergen designates a Guarantor to be an Unrestricted Subsidiary in accordance with the indenture. See "--Repurchase at the Option of Holders--Asset Sales." Optional Redemption The notes are not redeemable at the option of AmerisourceBergen except as set forth in the following paragraph. The notes may be redeemed, in whole or in part, at any time at the option of AmerisourceBergen upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to the greater of: (1) 101% of the principal amount thereof; or (2) as determined by an Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption. Unless AmerisourceBergen defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portion thereof called for redemption. Mandatory Redemption AmerisourceBergen is not required to make mandatory redemption or sinking fund payments with respect to the notes except as provided below under "-- Repurchase at the Option of Holders." -66- Repurchase at the Option of Holders Change of Control If a Change of Control occurs, each Holder of notes will have the right to require AmerisourceBergen to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, AmerisourceBergen will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase. Within 90 days following any Change of Control, AmerisourceBergen will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. AmerisourceBergen will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, AmerisourceBergen will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict. On the Change of Control Payment Date, AmerisourceBergen will, to the extent lawful: (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by AmerisourceBergen. The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000. The provisions described above that require AmerisourceBergen to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that AmerisourceBergen repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. AmerisourceBergen will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by AmerisourceBergen and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. The agreements governing AmerisourceBergen's other debt currently prohibit AmerisourceBergen from purchasing any notes, and also provides that certain change of control or asset sale events with respect to AmerisourceBergen would constitute a default under those agreements. Any future credit agreements or other agreements relating to other senior debt to which AmerisourceBergen becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when AmerisourceBergen is prohibited from purchasing notes, AmerisourceBergen could seek the consent of its other lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If -67- AmerisourceBergen does not obtain such a consent or repay such borrowings, AmerisourceBergen will remain prohibited from purchasing notes. In such case, AmerisourceBergen's failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under such secured debt. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of AmerisourceBergen and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require AmerisourceBergen to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of AmerisourceBergen and its Subsidiaries taken as a whole to another Person or group may be uncertain. Asset Sales AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) AmerisourceBergen (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by AmerisourceBergen's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the trustee; and (3) at least 75% of the consideration received in the Asset Sale by AmerisourceBergen or such Restricted Subsidiary is in the form of cash; provided that this 75% limitation shall not apply to any Asset Sale in which the after-tax cash or Cash Equivalents portion of the consideration received is equal or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the 75% limitation. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities, as shown on AmerisourceBergen's or such Restricted Subsidiary's most recent balance sheet, of AmerisourceBergen or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by AmerisourceBergen or any such Restricted Subsidiary from such transferee that are delivered within 20 days of the sale, subject to ordinary settlement periods, converted by AmerisourceBergen or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; (c) any payment of secured debt secured by the assets sold in the Asset Sale; (d) Cash Equivalents; (e) long-term assets that are used or useful in a Permitted Business; and (f) the Capital Stock of any Person engaged in a Permitted Business if, in connection with the receipt by AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen of such Capital Stock (i) such Person becomes a Restricted Subsidiary of AmerisourceBergen or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen. -68- Within 365 days after the receipt of any Net Proceeds from an Asset Sale, AmerisourceBergen may apply those Net Proceeds at its option to one or more of the following: (1) to repay Indebtedness under a Credit Facility (and to effect a corresponding commitment reduction if such Indebtedness is revolving credit Indebtedness); (2) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (3) to make a capital expenditure; or (4) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, AmerisourceBergen may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $50.0 million, AmerisourceBergen will make an Asset Sale Offer to all Holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, AmerisourceBergen may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. AmerisourceBergen will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, AmerisourceBergen will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict. Selection and Notice If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows: (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate. -69- No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional. If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption. Certain Covenants The indenture contains the following provisions relating to covenants. Changes in Covenants when Notes Rated Investment Grade If on any date following the date of the indenture: (1) the notes are rated Baa3 or better by Moody's and BBB- or better by S&P (or, in either case, if such person ceases to rate the notes for reasons outside of the control of AmerisourceBergen, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3- 1(c)(2)(vi)(F) under the Exchange Act selected by AmerisourceBergen as a replacement agency) (such date being the "Rating Event Date"); and (2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day and continuing at all times thereafter regardless of any changes in the rating of the notes, the covenants specifically listed under the following captions in this prospectus will no longer be applicable to the notes: (1) "--Repurchase at the Option of Holders-Asset Sales;" (2) "--Restricted Payments;" (3) "--Incurrence of Indebtedness and Issuance of Preferred Stock;" (4) "--Dividend and Other Payment Restrictions Affecting Subsidiaries;" (5) "--Designation of Restricted and Unrestricted Subsidiaries;" (6) "--Transactions with Affiliates;" and (7) clause (4)(b) of the covenant listed under "--Merger, Consolidation or Sale of Assets." There can be no assurance that a Rating Event Date will occur or, if one occurs, that the notes will continue to maintain an investment grade rating. Restricted Payments AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) declare or pay any dividend or make any other payment or distribution on account of AmerisourceBergen's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving AmerisourceBergen or any of its Restricted Subsidiaries) or to the direct or indirect holders of -70- AmerisourceBergen's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of AmerisourceBergen or to AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen); (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving AmerisourceBergen) any Equity Interests of AmerisourceBergen or any direct or indirect parent of AmerisourceBergen (other than Equity Interests owned by AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen); (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or any guarantee of the notes (other than Indebtedness between or among AmerisourceBergen and its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and (2) AmerisourceBergen would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock;" and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by AmerisourceBergen and its Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (8) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of: (a) 50% of the Consolidated Net Income of AmerisourceBergen for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the date of the indenture falls to the end of AmerisourceBergen's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (b) 100% of the aggregate net cash proceeds received by AmerisourceBergen since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of AmerisourceBergen (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of AmerisourceBergen that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of AmerisourceBergen), plus (c) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), plus -71- (d) if any Unrestricted Subsidiary (i) is redesignated as a Restricted Subsidiary, the fair market value of such redesignated Subsidiary (as determined in good faith by the board of directors of AmerisourceBergen) as of the date of its redesignation or (ii) pays any cash dividends or cash distributions to AmerisourceBergen or any of its Restricted Subsidiaries, the amount of any such dividends or distributions made after the date of the indenture. The preceding provisions will not prohibit any of the following: (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture; (2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of AmerisourceBergen or any Restricted Subsidiary or of any Equity Interests of AmerisourceBergen in exchange for, or out of the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of AmerisourceBergen) of, Equity Interests of AmerisourceBergen (other than Disqualified Stock) or from the net cash proceeds of an equity capital contribution to AmerisourceBergen; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph; (3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of AmerisourceBergen or any Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness, so long as no Default has occurred and is continuing or would be caused thereby; (4) the payment of any dividend by a Restricted Subsidiary of AmerisourceBergen to the holders of its Equity Interests on a pro rata basis; (5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen held by any member of AmerisourceBergen's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement, stock option agreement or similar agreement, so long as no Default has occurred and is continuing or would be caused thereby; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in any twelve-month period; (6) the declaration or payment of dividends or advances to AmerisourceBergen for expenses incurred by AmerisourceBergen in its capacity as a holding company that are attributable to the operations of AmerisourceBergen and its Restricted Subsidiaries; (7) the repurchase of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (8) the defeasance, redemption, repurchase or other acquisition of any Indebtedness subordinated or pari passu in right of payment to the notes at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon, in the event of a Change of Control; provided that prior to or contemporaneously with such repurchase, AmerisourceBergen has made the Change of Control Offer with respect to the notes required by the indenture and has repurchased all notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer; -72- (9) other Restricted Payments in an aggregate amount not to exceed $50.0 million; or (10) The use of the proceeds from the offering of the old notes. The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by AmerisourceBergen or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the board of directors of AmerisourceBergen, whose determination will be conclusive. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in (1) through (9) above or is entitled to be made pursuant to the first paragraph of this covenant, AmerisourceBergen shall, in its sole discretion, classify such Restricted Payment in any manner that complies with this covenant. No Senior Subordinated Debt Notwithstanding the provisions of the "Restricted Payments" Covenant (i) AmerisourceBergen shall not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the notes, and (ii) no Guarantor shall incur any Indebtedness that is subordinated or junior in right of payment to any Guarantees of Senior Debt and senior in any respect in right of payment to the Guarantees. Incurrence of Indebtedness and Issuance of Preferred Stock AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and AmerisourceBergen will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that AmerisourceBergen or any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Guarantors may issue preferred stock, if the Fixed Charge Coverage Ratio for AmerisourceBergen's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by AmerisourceBergen and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of AmerisourceBergen and its Restricted Subsidiaries thereunder) not to exceed the greater of: (a) $1.4 billion less the aggregate amount of all Net Proceeds of Asset Sales that have been applied by AmerisourceBergen or any of its Restricted Subsidiaries since the date of the indenture to repay any term Indebtedness under a Credit Facility or to repay revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction, in each case with the Net Proceeds of an Asset Sale pursuant to the covenant described above under the caption "--Repurchase at the Option of Holders-- Asset Sales" and (b) the Borrowing Base; -73- (2) the incurrence by AmerisourceBergen and its Restricted Subsidiaries of the Existing Indebtedness and their existing guarantees; (3) the incurrence by AmerisourceBergen and the Guarantors of Indebtedness represented by the notes issued on the date of the indenture and the guarantees issued pursuant to the pledge and escrow agreement and the Exchange Notes and the related Subsidiary Guarantees issued pursuant to the registration rights agreement; (4) the incurrence by AmerisourceBergen or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4) or (15) of this paragraph; (5) the incurrence by AmerisourceBergen or any of its Restricted Subsidiaries of intercompany Indebtedness between or among AmerisourceBergen and any of its Restricted Subsidiaries; provided, however, that: (a) if AmerisourceBergen or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of AmerisourceBergen, or the Subsidiary Guarantee, in the case of a Guarantor; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen; will be deemed, in each case, to constitute an incurrence of such Indebtedness by AmerisourceBergen or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5); (6) the incurrence by AmerisourceBergen or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the indenture to be outstanding or Hedging Obligations with respect to foreign currency transactions; (7) the guarantee by AmerisourceBergen or any of the Guarantors of Indebtedness of AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen that was permitted to be incurred by another provision of this covenant or that was in existence on the date of the indenture; (8) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to AmerisourceBergen or to any Restricted Subsidiary of AmerisourceBergen or their assets (other than such Receivables Subsidiary and its assets and, as to AmerisourceBergen or any Subsidiary of AmerisourceBergen, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person; (9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of -74- Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; (10) Indebtedness of AmerisourceBergen or a Restricted Subsidiary owed to (including obligations in respect of letters of credit for the benefit of) any Person in connection with worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to AmerisourceCredit or such Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (11) Indebtedness arising from agreements of AmerisourceBergen or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, asset or Equity Interests; provided that the maximum aggregate liability of all such Indebtedness shall at not time exceed the gross proceeds actually received by AmerisourceBergen and its Restricted Subsidiaries in connection with such disposition; (12) obligations in respect of performance and surety bonds and completion guarantees provided by AmerisourceBergen or any Restricted Subsidiary in the ordinary course of business; (13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence; (14) the incurrence by AmerisourceBergen or any of its Restricted Subsidiaries of guarantees of Indebtedness of customers or suppliers in an aggregate amount at any one time outstanding not to exceed $20.0 million; and (15) the incurrence by AmerisourceBergen or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (15), not to exceed $80.0 million. AmerisourceBergen will not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of AmerisourceBergen unless such Indebtedness is also contractually subordinated in right of payment to the notes on substantially identical terms; provided, however, that no Indebtedness of AmerisourceBergen will be deemed to be contractually subordinated in right of payment to any other Indebtedness of AmerisourceBergen solely by virtue of being unsecured. For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, AmerisourceBergen will, in its sole discretion, be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. Liens AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens, unless (i) in the case of AmerisourceBergen, the notes are secured by such Lien equally and ratably with, or prior to, the Indebtedness secured by such Lien or (ii) in the case of any -75- Subsidiary Guarantor, such Subsidiary Guarantor's guarantee of the notes is secured by such Lien equally and ratably with, or prior to, the Indebtedness secured by such Lien. Dividend and Other Payment Restrictions Affecting Subsidiaries AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to AmerisourceBergen or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to AmerisourceBergen or any of its Restricted Subsidiaries; (2) make loans or advances to AmerisourceBergen or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to AmerisourceBergen or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture; (2) the indenture, the notes and the Subsidiary Guarantees; (3) applicable law and any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by AmerisourceBergen or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred; (5) customary non-assignment provisions in leases or other similar agreements entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all the assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; -76- (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "-- Liens" that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary or the receivables or inventory which are subject to the Qualified Receivables Transaction; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) contractual encumbrances and restrictions in effect on the date of the indenture; (14) mortgage or construction financing that imposes restrictions on transfer of the property acquired or improved; (15) protective liens filed in connection with sale-leaseback transactions permitted under "--Sale and Leaseback Transactions;" and (16) Indebtedness permitted to be incurred pursuant to clauses (13), (14) and (15) of the second paragraph of the covenant "--Incurrence of Indebtedness and Issuance of Preferred Stock." Merger, Consolidation or Sale of Assets AmerisourceBergen may not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not AmerisourceBergen is the surviving corporation) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of AmerisourceBergen and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) AmerisourceBergen is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than AmerisourceBergen) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than AmerisourceBergen) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of AmerisourceBergen under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; (3) immediately after such transaction, no Default or Event of Default exists; and (4) AmerisourceBergen or the Person formed by or surviving any such consolidation or merger (if other than AmerisourceBergen), or to which such sale, assignment, transfer, conveyance or other disposition has been made: -77- (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of AmeriSource Bergen immediately preceding the transaction; and (b) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock." In addition, AmerisourceBergen may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This "Merger, Consolidation or Sale of Assets" covenant will not apply to a sale, merger, assignment, transfer, conveyance or other disposition of assets between or among AmerisourceBergen and any of its Restricted Subsidiaries. Designation of Restricted and Unrestricted Subsidiaries The board of directors of AmerisourceBergen may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by AmerisourceBergen and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "-- Restricted Payments" or Permitted Investments, as determined by AmerisourceBergen. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The board of directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. Transactions with Affiliates AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an "Affiliate Transaction"), other than Affiliate Transactions on terms that are not materially less favorable to AmerisourceBergen or the relevant subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of AmerisourceBergen or such Restricted Subsidiary; provided, however, that for an Affiliate Transaction with an aggregate value of $25.0 million or more, at AmerisourceBergen's option, either: (1) a majority of the disinterested members of the board of directors of AmerisourceBergen shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of AmerisourceBergen; or (2) the board of directors of AmerisourceBergen or any such Restricted Subsidiary to such Affiliate Transaction shall obtain an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of AmerisourceBergen. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: -78- (1) any employment agreement, compensation or employee benefit arrangements, incentive arrangements or director fees (including grants of stock, stock options or other Equity Interests) entered into by AmerisourceBergen or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among AmerisourceBergen and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of AmerisourceBergen solely because AmerisourceBergen owns an Equity Interest in, or controls, such Person; (4) payment of reasonable directors fees; (5) sales or issuances of Equity Interests (other than Disqualified Stock) to Affiliates of AmerisourceBergen; (6) transactions between or among AmerisourceBergen and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; (7) Restricted Payments that are permitted by the provisions of the indenture described above under the caption "--Restricted Payments;" (8) customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultant of AmerisourceBergen or any of its Restricted Subsidiaries; or (9) transactions pursuant to any contract or agreement in effect on the date of the indenture as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is no less favorable to AmerisourceBergen and its Restricted Subsidiaries than the original contract or agreement as in effect on the date of the indenture. Additional Subsidiary Guarantees If AmerisourceBergen or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture or if any Restricted Subsidiary becomes a Domestic Subsidiary, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 Business Days of the date on which it was acquired or created or became a Domestic Subsidiary, provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries or Designated Non-Guarantors in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries or Designated Non-Guarantors will not have to comply with the requirements of this covenant. Sale and Leaseback Transactions AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that AmerisourceBergen or any Guarantor may enter into a sale and leaseback transaction if: (1) AmerisourceBergen or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "--Liens;" -79- (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the board of directors and set forth in an officers' certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and (3) the transfer of assets in that sale and leaseback transaction is permitted by, and AmerisourceBergen applies the proceeds of such transaction in compliance with, the covenant described above under the caption "--Repurchase at the Option of Holders--Asset Sales." Payments for Consent AmerisourceBergen will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Reports Whether or not required by the SEC, so long as any notes are outstanding, AmerisourceBergen will furnish to the Holders of notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if AmerisourceBergen were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by AmerisourceBergen's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if AmerisourceBergen were required to file such reports. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the SEC, AmerisourceBergen will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, AmerisourceBergen has agreed that, for so long as any notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act. Events of Default and Remedies Each of the following is an Event of Default: (1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes; (2) default in payment when due of the principal of, or premium, if any, on the notes; (3) failure by AmerisourceBergen or any of its Restricted Subsidiaries for 30 days from receipt of written notice by the trustee or the Holders of at least 25% of the principal amount of the notes outstanding to comply with the provisions described under the captions "--Repurchase at the Option of Holders--Change of Control," "--Certain Covenants-- Restricted Payments" or "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock;" -80- (4) failure by AmerisourceBergen or any of its Restricted Subsidiaries for 60 days after written notice by the trustee or the Holders of at least 25% of the principal amount of the notes outstanding to comply with any of the other agreements in the indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by AmerisourceBergen or any of its Restricted Subsidiaries (or the payment of which is guaranteed by AmerisourceBergen or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (6) failure by AmerisourceBergen or any of its Subsidiaries to pay final judgments aggregating in excess of $25.0 million (net of any amount covered by insurance), which judgments are not paid, discharged or stayed pending appeal (or otherwise stayed) for a period of 60 days; (7) failure to comply with, or the breach of, any material provision of the pledge and escrow agreement, provided that the invalidity of the trustee's security interest in the assets contained in the pledge and escrow account will automatically constitute an Event of Default; (8) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; or (9) certain events of bankruptcy or insolvency described in the indenture with respect to AmerisourceBergen, any of its Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to AmerisourceBergen, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages. The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the notes. -81- AmerisourceBergen is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, AmerisourceBergen is required to deliver to the trustee a statement specifying such Default or Event of Default. No Personal Liability of Directors, Officers, Employees and Stockholders No director, officer, employee, incorporator or stockholder of AmerisourceBergen or any Guarantor, as such, will have any liability for any obligations of AmerisourceBergen or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws. Legal Defeasance and Covenant Defeasance AmerisourceBergen may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for: (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below; (2) AmerisourceBergen's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the trustee, and AmerisourceBergen's obligations in connection therewith; and (4) the Legal Defeasance provisions of the indenture. In addition, AmerisourceBergen may, at its option and at any time, elect to have the obligations of AmerisourceBergen and the Restricted Subsidiaries released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "--Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) AmerisourceBergen must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and AmerisourceBergen must specify whether the notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, AmerisourceBergen has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) AmerisourceBergen has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, subject to customary assumptions and exceptions, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to -82- federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, AmerisourceBergen has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that, subject to customary assumptions and exceptions, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which AmerisourceBergen or any of its Subsidiaries is a party or by which AmerisourceBergen or any of its Subsidiaries is bound; (6) AmerisourceBergen must deliver to the trustee an officers' certificate stating that the deposit was not made by AmerisourceBergen with the intent of preferring the Holders of notes over the other creditors of AmerisourceBergen with the intent of defeating, hindering, delaying or defrauding creditors of AmerisourceBergen or others; and (7) AmerisourceBergen must deliver to the trustee an officers' certificate and an opinion of counsel, subject to customary assumptions and exceptions, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Amendment, Supplement and Waiver Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder): (1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "--Repurchase at the Option of Holders"); (3) reduce the rate of or change the time for payment of Interest on any note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration); -83- (5) make any note payable in money other than that stated in the notes; (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes; (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "--Repurchase at the Option of Holders"); (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or (9) make any change in the preceding amendment and waiver provisions. Notwithstanding the preceding, without the consent of any Holder of notes, AmerisourceBergen, the Guarantors and the trustee may amend or supplement the indenture, the Guarantees or the notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated notes in addition to or in place of certificated notes; (3) to provide for the assumption of AmerisourceBergen's obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of AmerisourceBergen's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder; or (5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. Satisfaction and Discharge The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when: (1) either: (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to AmerisourceBergen, have been delivered to the trustee for cancellation; or (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and AmerisourceBergen or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non- callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; -84- (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which AmerisourceBergen or any Guarantor is a party or by which AmerisourceBergen or any Guarantor is bound; (3) AmerisourceBergen or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and (4) AmerisourceBergen has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be. In addition, AmerisourceBergen must deliver an officers' certificate and an opinion of counsel, subject to customary assumptions and exceptions, to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Concerning the Trustee If the trustee becomes a creditor of AmerisourceBergen or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to specified exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense. Additional Information Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to AmerisourceBergen Corporation, Attention: Secretary. Book-Entry, Delivery and Form The new notes will be in the form of one or more registered global notes without interest coupons (collectively, the "Global Notes"). Upon issuance, the Global Notes will be deposited with the Trustee, as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to the accounts of DTC's Participants and Indirect Participants (as defined below). The Global Notes may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee in certain limited circumstances. Beneficial interests in the Global Notes may be exchanged for notes in certificated form in certain limited circumstances. Initially, the Trustee will act as Paying Agent and Registrar. The notes may be presented for registration or transfer and exchange at the offices of the Registrar. Depository Procedures The following description of the operations and procedures of DTC, Euroclear and Cedel are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective -85- settlement systems and are subject to changes by them. AmerisourceBergen takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. DTC has advised AmerisourceBergen that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised AmerisourceBergen that, pursuant to procedures established by it: (1) upon deposit of the Global Notes, DTC credits the accounts of Participants designated by the Initial Purchasers of the old notes with portions of the principal amount of the Global Notes; and (2) ownership of these interests in the Global Notes is shown on, and the transfer of ownership of these interests is effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Cedel) which are Participants in such system. Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear or Cedel, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold interests in the Regulation S Global Notes through Participants in the DTC system other than Euroclear and Cedel. Euroclear and Cedel will hold interests in the Regulation S Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which are Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, and Citibank, N.A., as operator of Cedel. All interests in a Global Note, including those held through Euroclear or Cedel, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Cedel may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture for any purpose. Payments in respect of the principal of, and interest and premium and Liquidated Damages, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, AmerisourceBergen and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither AmerisourceBergen, the trustee nor any agent of AmerisourceBergen or the trustee has or will have any responsibility or liability for: -86- (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. DTC has advised AmerisourceBergen that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or AmerisourceBergen. Neither AmerisourceBergen nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and AmerisourceBergen and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Subject to the transfer restrictions set forth under "Notice to Investors," transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Cedel will be effected in accordance with their respective rules and operating procedures. Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Cedel participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Cedel, as the case may be, by its respective depositary; however, such cross- market transactions will require delivery of instructions to Euroclear or Cedel, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Cedel, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Cedel participants may not deliver instructions directly to the depositories for Euroclear or Cedel. DTC has advised AmerisourceBergen that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants. Although DTC, Euroclear and Cedel have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes and the Regulation S Global Notes among participants in DTC, Euroclear and Cedel, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither AmerisourceBergen nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Cedel or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Exchange of Global Notes for Certificated Notes A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if: -87- (1) DTC (a) notifies AmerisourceBergen that it is unwilling or unable to continue as depositary for the Global Notes and AmerisourceBergen fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act; (2) AmerisourceBergen, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the notes. In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law. Same Day Settlement and Payment AmerisourceBergen will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. AmerisourceBergen will make all payments of principal, interest and premium and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. AmerisourceBergen expects that secondary trading in any Certificated Notes will also be settled in immediately available funds. Because of time zone differences, the securities account of a Euroclear or Cedel participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Cedel participant, during the securities settlement processing day (which must be a Business Day for Euroclear and Cedel) immediately following the settlement date of DTC. DTC has advised AmerisourceBergen that cash received in Euroclear or Cedel as a result of sales of interests in a Global Note by or through a Euroclear or Cedel participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Cedel cash account only as of the Business Day for Euroclear or Cedel following DTC's settlement date. Registration Rights; Liquidated Damages AmerisourceBergen, the Guarantors and the Initial Purchasers entered into a registration rights agreement on August 14, 2001. AmerisourceBergen has filed this Exchange Offer Registration Statement (the "Exchange Offer Registration Statement") pursuant to the registration rights agreement, offering to exchange the old notes for publicly tradable the new notes having identical terms to those of the old notes. Upon the effectiveness of the Exchange Offer Registration Statement, the Company will offer to the holders other old notes who are able to make certain representations the opportunity to exchange their old notes for the new notes. The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the proposed form of registration rights agreement in its entirety because it, and not this description, defines your registration rights as Holders of these notes. See "--Additional Information." -88- Upon the effectiveness of the Exchange Offer Registration Statement, AmerisourceBergen and the Guarantors will offer to the Holders of Transfer Restricted Securities pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for Exchange Notes. If: (1) AmerisourceBergen and the Guarantors are not (a) required to file the Exchange Offer Registration Statement; or (b) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or (2) any Holder of Transfer Restricted Securities notifies AmerisourceBergen prior to the 20th day following consummation of the Exchange Offer that: (a) it is prohibited by law or SEC policy from participating in the Exchange Offer; or (b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (c) it is a broker-dealer and owns notes acquired directly from AmerisourceBergen or an affiliate of AmerisourceBergen, AmerisourceBergen and the Guarantors will file with the SEC a Shelf Registration Statement to cover resales of the notes by the Holders of the notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. AmerisourceBergen and the Guarantors will use their best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the SEC. For purposes of the preceding, "Transfer Restricted Securities" means each note until: the date on which such note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (1) following the exchange by a broker-dealer in the Exchange Offer of a note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (2) the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (3) the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act. The registration rights agreement provides that: AmerisourceBergen and the Guarantors will file an Exchange Offer Registration Statement with the SEC on or prior to 90 days after the closing of this offering; -89- (4) AmerisourceBergen and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 180 days after the closing of this offering; (5) unless the Exchange Offer would not be permitted by applicable law or SEC policy, AmerisourceBergen and the Guarantors will (a) commence the Exchange Offer; and (b) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Notes in exchange for all notes tendered prior thereto in the Exchange Offer; and (6) if obligated to file the Shelf Registration Statement, AmerisourceBergen and the Guarantors will use all commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to 60 days after such filing obligation arises and to cause the Shelf Registration to be declared effective by the SEC on or prior to 120 days after such obligation arises. If: AmerisourceBergen and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or (1) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); or (2) AmerisourceBergen and the Guarantors fail to consummate the Exchange Offer within 30 Business Days or longer if required by federal securities laws, of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (3) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a "Registration Default"), then AmerisourceBergen and the Guarantors will pay Liquidated Damages to each Holder of notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum of the principal amount of notes held by such Holder. The amount of the Liquidated Damages will increase by an additional 0.25% per annum of the principal amount of notes with respect to each subsequent 90- day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.0% per annum of the principal amount of notes. All accrued Liquidated Damages will be paid by AmerisourceBergen and the Guarantors on each Damages Payment Date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. Holders of notes will be required to make certain representations to AmerisourceBergen (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver certain -90- information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above. By acquiring Transfer Restricted Securities, a Holder will be deemed to have agreed to indemnify AmerisourceBergen and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from AmerisourceBergen. Certain Definitions Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. "Acquired Debt" means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, provided that Indebtedness of such other Person that is redeemed, defeased, retired or otherwise repaid immediately upon consummation of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person shall not be Acquired Debt; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, plus 50 basis points. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. No Person (other than AmerisourceBergen or any Subsidiary of AmerisourceBergen) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of AmerisourceBergen or any of its Subsidiaries solely by reason of such Investment. "Asset Sale" means: (1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales or returns of inventory in the ordinary course of business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of AmerisourceBergen and its Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "--Repurchase at the Option of Holders--Change of Control" and/or the provisions described above under the caption "--Certain Covenants--Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and (2) the issuance of Equity Interests in any of AmerisourceBergen's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. -91- Notwithstanding the preceding, none of the following items will be deemed to be Asset Sales: (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million; (2) a transfer of assets between or among AmerisourceBergen and its Subsidiaries; (3) an issuance of Equity Interests by a Subsidiary to AmerisourceBergen or to another Subsidiary; (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business including dispositions of assets that are obsolete or no longer useful in the business; (5) the sale or other disposition of cash or Cash Equivalents; (6) sales of accounts receivable or inventory and related assets of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (6), notes received in exchange for the transfer of accounts receivable or inventory and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of AmerisourceBergen entered into as part of a Qualified Receivables Transaction; (7) transfers of accounts receivable or inventory and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction; (8) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "--Certain Covenants-- Restricted Payments;" (9) the sale or other disposition of distribution centers or warehouse facilities and related assets that are sold or contracted for sale within 18 months of the consummation of the Merger; and (10) the creation of security interests otherwise permitted by the indenture, including, without limitation, a pledge of assets otherwise permitted by the indenture. "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d) (3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; -92- (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function. "Borrowing Base" means, as of any date, an amount equal to 50% of the book value of the consolidated inventory of AmerisourceBergen and its Restricted Subsidiaries as of the date of the most recently ended fiscal month prior to such date, determined in accordance with GAAP. "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, other than earnouts. "Cash Equivalents" means: (1) United States dollars; (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million; (4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; (5) obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition, having one of the two highest ratings obtainable from either Moody's or S&P; (6) commercial paper having the highest rating obtainable from Moody's or S&P and in each case maturing within one year after the date of acquisition; and (7) money market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition. -93- "Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of AmerisourceBergen and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) (3) of the Exchange Act) other than AmerisourceBergen or one of its Restricted Subsidiaries; (2) the adoption of a plan relating to the liquidation or dissolution of AmerisourceBergen (other than in a transaction that complies with the covenant described under "--Merger, Consolidation or Sale of Assets"); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of AmerisourceBergen, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Board of Directors of AmerisourceBergen are not Continuing Directors. "Comparable Treasury Issue" means the United States Treasury Security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (B) if the trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations. "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus: (1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus -94- (4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus (5) all nonrecurring and unusual charges (including, without limitation, restructuring, shutdown, severance, facility consolidation and merger integration costs) taken by AmeriSource Health Corporation or Bergen Brunswig Corporation on or before three years following the date of the indenture to the extent that such charges were deducted in computing such Consolidated Net Income; minus (6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income or loss of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; (4) the cumulative effect of a change in accounting principles will be excluded; (5) non-recurring charges taken by AmerisourceBergen in connection with the Merger within three years after the date of the indenture will be excluded; and (6) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded (except to the extent distributed to AmerisourceBergen or one of its Restricted Subsidiaries). "Consolidated Net Worth" means, with respect to any specified Person as of any date, the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of AmerisourceBergen who: (1) was a member of such Board of Directors on the date of the indenture; or -95- (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Credit Facilities" means, one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Designated Non-Guarantors" means those certain Domestic Subsidiaries that have been designated by AmerisourceBergen in an officers' certificate delivered to the trustee as being Designated Non-Guarantors; provided that (i) in no event may the Designated Non-Guarantors taken as a whole hold more than 5% of the consolidated assets, or account for more than 5% of the consolidated revenues or Consolidated Cash Flow, of AmerisourceBergen and its Restricted Subsidiaries, calculated at the end of each fiscal quarter in accordance with GAAP on a trailing four-quarter basis and (ii) in no event may any Restricted Subsidiary be designated as a Designated Non-Guarantor at a time when a default has occurred and is continuing under any indenture or Credit Facility of AmerisourceBergen or any of its Restricted Subsidiaries. In the event that following any fiscal quarter end, the Restricted Subsidiaries that have been previously designated as Designated Non-Guarantors, when taken as a whole, account for more than 5% of such consolidated assets of such fiscal quarter end or more than 5% of such consolidated revenues or Consolidated Cash Flow during such fiscal quarter, calculated in accordance with GAAP on a trailing four- quarter basis, then AmerisourceBergen will cause any one or more of such Restricted Subsidiaries to become Guarantors within 45 days of such fiscal quarter end so that the Designated Non-Guarantors will not, when taken as a whole, account for more than 5% of any such measures. "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require AmerisourceBergen to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such repurchase or redemption rights are not more favorable to the holders of such Capital Stock than the covenant described above under the caption "--Certain Covenants--Restricted Payments." "Domestic Subsidiary" means any Restricted Subsidiary of AmerisourceBergen that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of AmerisourceBergen; provided that a Restricted Subsidiary with assets having an aggregate fair market value of less than $100,000 will not be deemed to be a Domestic Subsidiary unless and until it acquires assets having an aggregate fair market value in excess of that amount. "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock) and beneficial interests and trusts created by a Receivables Subsidiary. "Existing Indebtedness" means the aggregate principal amount of Indebtedness of AmerisourceBergen and its Restricted Subsidiaries (other than Indebtedness under Credit Facilities) in existence on the date of the indenture. "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, including, without limitation, amortization of debt issuance costs and original issue discount, non- -96- cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations, but excluding amortization of debt issuance costs incurred prior to the date of the indenture; plus (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of AmerisourceBergen (other than Disqualified Stock) or to AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. "Fixed Charge Coverage Ratio" means with respect to any specified Person and its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four- quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date. -97- "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, foreign currency translation and commodity prices. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker's acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness. "Independent Investment Banker" means the Reference Treasury Dealers appointed by the trustee after consultation with AmerisourceBergen. "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commissions, travel, moving and similar advances to officers and employees and loans and advances to customers and suppliers made in the ordinary course of business), purchases or other acquisitions for -98- consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If AmerisourceBergen or any Subsidiary of AmerisourceBergen sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of AmerisourceBergen such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of AmerisourceBergen, AmerisourceBergen will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "--Certain Covenants--Restricted Payments." The acquisition by AmerisourceBergen or any Subsidiary of AmerisourceBergen of a Person that holds an Investment in a third Person will be deemed to be an Investment by AmerisourceBergen or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "--Certain Covenants--Restricted Payments." "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. "Merger" means the merger contemplated by the Agreement and Plan of Merger among AABB Corporation (now known as AmerisourceBergen Corporation), AmeriSource Health Corporation, Bergen Brunswig Corporation, A-Sub Acquisition Corp. and B- Sub Acquisition Corp. dated March 16, 2001. "Moody's" means Moody's Investors Service, Inc. "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "Net Proceeds" means the aggregate cash proceeds received by AmerisourceBergen or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. "New Credit Facility" means the Credit Agreement to be dated the date of the Merger, among AmerisourceBergen, The Chase Manhattan Bank, Bank of America, N.A., Credit Suisse First Boston Corporation and the several lenders named therein entered into pursuant to that certain Commitment Letter dated as of July 17, 2001. "Non-Recourse Debt" means Indebtedness: (1) as to which neither AmerisourceBergen nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute -99- Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of AmerisourceBergen or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of AmerisourceBergen or any of its Restricted Subsidiaries. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Permitted Business" means any business that derives a majority of its revenues from the business engaged in by AmerisourceBergen and its Restricted Subsidiaries on the date of original issuance of the notes and/or activities that are reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which AmerisourceBergen and its Restricted Subsidiaries are engaged on the date of original issuance of the notes. "Permitted Investments" means: (1) any Investment in AmerisourceBergen or in a Restricted Subsidiary of AmerisourceBergen; (2) any Investment in Cash Equivalents; (3) any Investment by AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen in a Person, if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary of AmerisourceBergen; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, AmerisourceBergen or a Restricted Subsidiary of AmerisourceBergen; (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "-- Repurchase at the Option of Holders--Asset Sales;" (5) any acquisition of assets to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of AmerisourceBergen; (6) any Investments received in compromise of, or in respect of, obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including, but not limited to, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (7) Hedging Obligations; (8) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by AmerisourceBergen or a Subsidiary of AmerisourceBergen in a Receivables Subsidiary or any -100- Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, provided that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of AmerisourceBergen entered into as part of a Qualified Receivables Transaction; (9) Investments existing on the date of the indenture; (10) loans and advances to officers, directors, members and employees for business-related travel expenses, moving expenses and other similar expenses, in each case, incurred in the ordinary course of business not to exceed $10.0 million at any one time outstanding; (11) loans and advances to officers, directors, members and employees in connection with the award of convertible bonds or stock under a stock incentive plan, stock option plan or other equity-based compensation plan arrangement not to exceed $10.0 million in any one year; (12) or guarantees for the benefit of, customers or suppliers that do not in the aggregate exceed $20.0 million at any one time outstanding; and (13) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed $25.0 million. "Permitted Liens" means any of the following: (1) Liens securing Indebtedness under Credit Facilities; (2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with or acquired by AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen; provided that such Liens were in existence prior to the contemplation of such merger or consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with AmerisourceBergen or the Restricted Subsidiary; (3) Liens on property existing at the time of acquisition of the property by AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen, provided that such Liens were in existence prior to the contemplation of such acquisition; (4) Liens to secure the performance of statutory obligations, surety or appeal bonds, bid bonds, payment bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (5) Liens existing on the date of the indenture; (6) Liens in favor of AmerisourceBergen or the Restricted Subsidiaries; (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; -101- (8) Liens on assets of AmerisourceBergen or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; (9) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries; (10) Liens to secure Indebtedness of a Restricted Subsidiary to AmerisourceBergen or another of its Restricted Subsidiaries; (11) Liens on any property or asset acquired by AmerisourceBergen or any of its Restricted Subsidiaries in favor of the seller of such property or asset and construction mortgages on real property, in each case, created within six months after the date of acquisition, construction or improvement of such property or asset by AmerisourceBergen or such Restricted Subsidiary to secure the purchase price or other obligation of AmerisourceBergen or such Restricted Subsidiary to the seller of such property or asset or the construction or improvement cost of such property in an amount up to the total cost of the acquisition, construction or improvement of such property or asset; provided that in each case, such Lien does not extend to any other property or asset of AmerisourceBergen and its Restricted Subsidiaries; (12) Liens incurred or pledges and deposits made in connection with workers' compensation, unemployment insurance and other social security benefits; (13) Liens imposed by law, such as mechanics', carriers', warehousemen's, materialmen's, and vendors' Liens, incurred in good faith in the ordinary course of business with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor; (14) financing statements granted with respect to personal property leased by AmerisourceBergen and its Restricted Subsidiaries pursuant to leases considered operating leases in accordance with GAAP, provided that such financing statements are granted solely in connection with such leases; and Liens to secure Capital Lease Obligations permitted by clause (15) of the second paragraph of the covenant entitled "-- Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness; (15) judgment Liens to the extent that such judgments do not cause or constitute a Default or an Event of Default; (16) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was secured by a Lien permitted under the indenture; provided that any such Lien shall not extend to or cover any assets or property not securing the Indebtedness so refinanced and that such refinancing does not, directly or indirectly, result in an increase in the aggregate amount of secured Indebtedness of AmerisourceBergen and its Restricted Subsidiaries; and (17) any extension or renewal, or successive extensions or renewals, in whole or in part, of Liens permitted pursuant to the foregoing clauses (1) through (16) provided that no such extension or renewal Lien shall (A) secure more than the amount of Indebtedness or other obligations secured by the Lien being so extended or renewed or (B) extend to any property or assets not subject to the Lien being so extended or renewed; and (18) Liens incurred in the ordinary course of business of AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen with respect to obligations that do not exceed $25.0 million at any one time outstanding. -102- "Permitted Refinancing Indebtedness" means any Indebtedness of AmerisourceBergen or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of AmerisourceBergen or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith) (the "Original Principal Amount"); provided, however, if the Indebtedness exceeds the Original Principal Amount, the Permitted Refinancing Indebtedness shall be limited to the Original Principal Amount; (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (4) such Indebtedness is incurred either by AmerisourceBergen or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. "Qualified Receivables Transaction" means any transaction or series of transactions entered into by AmerisourceBergen or any of its Subsidiaries pursuant to which AmerisourceBergen or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by AmerisourceBergen or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) or inventory of AmerisourceBergen or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable or inventory, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable or inventory except for Indebtedness used to extend, refinance, replace, defease or refund the Credit Facilities. "Receivables Subsidiary" means a Subsidiary of AmerisourceBergen which engages in no activities other than in connection with the financing of accounts receivable or inventory and which is designated by the Board of Directors of AmerisourceBergen (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by AmerisourceBergen or any Subsidiary of AmerisourceBergen (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates AmerisourceBergen or any Subsidiary of AmerisourceBergen in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of AmerisourceBergen or any Subsidiary of -103- AmerisourceBergen (other than accounts receivable or inventory and related assets as provided in the definition of "Qualified Receivables Transaction"), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither AmerisourceBergen nor any Subsidiary of AmerisourceBergen has any material contract, agreement, arrangement or understanding other than on terms customary for securitization of receivables or inventory and (c) with which neither AmerisourceBergen nor any Subsidiary of AmerisourceBergen has any obligation to maintain or preserve such Subsidiary's financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of AmerisourceBergen will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of AmerisourceBergen giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions. "Reference Treasury Dealer" means Credit Suisse First Boston Corporation and its successors; provided, however, that if Credit Suisse First Boston Corporation shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), AmerisourceBergen shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average as determined by the trustee, of the bid and asked prices of the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. "Remaining Scheduled Payments" means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. "Restricted Investment" means an Investment other than a Permitted Investment. "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. "S&P" means Standard & Poor's Ratings Group. "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subsidiary" means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). -104- "Unrestricted Subsidiary" means any Subsidiary of AmerisourceBergen that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) is not party to any agreement, contract, arrangement or understanding with AmerisourceBergen or any Restricted Subsidiary of AmerisourceBergen unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to AmerisourceBergen or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of AmerisourceBergen; (3) is a Person with respect to which neither AmerisourceBergen nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; (4) is not guaranteeing or otherwise providing credit support for any Indebtedness of AmerisourceBergen or any of its Restricted Subsidiaries; and (5) has at least one director on its Board of Directors that is not a director or executive officer of AmerisourceBergen or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of AmerisourceBergen or any of its Restricted Subsidiaries. Any designation of a Subsidiary of AmerisourceBergen as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "--Certain Covenants--Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of AmerisourceBergen as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "--Certain Covenants-- Incurrence of Indebtedness and Issuance of Preferred Stock," AmerisourceBergen will be in default of such covenant. The Board of Directors of AmerisourceBergen may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of AmerisourceBergen of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period and (ii) no Default or Event of Default would be in existence following such designation. "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote or readily convertible into Capital Stock of such Person that is entitled to vote in the election of the Board of Directors of such Person. "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness. -105- CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES The following discussion is a summary of the material United States federal income tax consequences relevant to the exchange offer and the ownership and disposition of the new notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), United States Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, holders whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. In addition, this discussion is limited to persons who purchased the old notes for cash at original issue and at their "issue price" within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold to the public for cash) who are exchanging old notes for new notes in the exchange offer. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion assumes that the old notes and the new notes are held as "capital assets" within the meaning of Section 1221 of the Code. As used herein, "United States Holder" means a beneficial owner of the notes who or that is: . a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code; . a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or political subdivision thereof; . an estate, the income of which is subject to United States federal income tax regardless of its source; or . a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, has elected to continue to be treated as a United States person. We have not sought and will not seek any rulings from the Internal Revenue Service (the "IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange offer, ownership or disposition of the new notes or that any such position would not be sustained. Tax consequences to a partner of a partnership holding the notes generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS. -106- United States Holders Exchange Offer Interest Payments of stated interest on the new notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder's method of accounting for United States federal income tax purposes. Sale or Other Taxable Disposition of the Notes A United States Holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a new note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income) and the United States Holder's adjusted tax basis in the new notes. A United States Holder who exchanged old notes for new notes in the exchange offer will have the same basis in the new note that the holder had in the old notes. Gain or loss recognized on the sale of a new note will generally be a capital gain or loss, and will be a long-term capital gain or loss if the United States Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. Capital losses may generally only be deducted against capital gains. A holder's holding period for the old notes will be added to the holder's holding period for the new notes, if the holder participates in the exchange offer. The exchange of the old notes for new notes in the exchange offer should not constitute a taxable exchange because there should not be a significant modification of the notes. Instead, the new notes will be treated as a continuation of the old notes for federal income tax purposes. As a result, (i) a United States Holder should not recognize a taxable gain or loss as a result of exchanging such holder's notes; (ii) the holding period of the notes received should include the holding period of the notes exchanged therefor and (iii) the adjusted tax basis of the notes received should be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange. Backup Withholding A United States Holder may be subject to a backup withholding tax (at varying rates up to 31%) when such holder receives interest and principal payments on the new notes held or upon the proceeds received upon the sale or other disposition of such new notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder: . fails to furnish its taxpayer identification number ("TIN"), which, for an individual, is ordinarily his or her social security number; . furnishes an incorrect TIN; . is notified by the IRS that it has failed to properly report payments of interest or dividends; or . fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding. United States Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS. Non-United States Holders Definition of Non-United States Holders; Interest Payments and Gains from Dispositions A Non-United States Holder is a beneficial owner of the notes who is not a United States Holder. -107- Interest Payments Interest paid to a Non-United States Holder will not be subject to United States federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that: . such holder does not directly or indirectly, actually or constructively own 10% or more of the total combined voting power of all of our classes of stock; . such holder is not a controlled foreign corporation that is related to us through stock ownership and is not a bank that received the notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and . either (i) the Non-United States Holder certifies in a statement to us or our paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name or address or (ii) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the Non-United States Holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the Non-United States Holder, has received from the Non-United States Holder a statement, under penalties of perjury, that such holder is not a "United States person" and provides us or our paying agent with a copy of such statement. The certification requirement described above may require a Non-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number. The applicable regulations generally also require, in the case of a note held by a foreign partnership, that: . the certification described above be provided by the partners; and . the partnership provide certain information. Further, a look-through rule will apply in the case of tiered partnerships. Special rules are applicable to intermediaries. Prospective investors should consult their tax advisors regarding the certification requirements for non- United States persons. Gains from Dispositions A Non-United States Holder will generally not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a new note. However, a Non-United States Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a United States federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain. Also, the Non-United States Holder may be subject to tax if the Non-United States Holder was a citizen or resident of the United States and is subject to special rules that apply to certain expatriates. Income or Gain Effectively Connected With a United States Trade or Business If interest or gain from a disposition of the new notes is effectively connected with a Non-United States Holder's conduct of a United States trade or business, or if an income tax treaty applies and the Non-United States Holder maintains a United States "permanent establishment" to which the interest or gain is generally attributable, the Non-United States Holder may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a new note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a new note or gain recognized on the disposition of a new note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States. -108- Backup Withholding and Information Reporting Backup withholding will generally not apply to payments made by us or our paying agents, in their capacities as such, to a Non-United States Holder of a new note if the holder has provided the required certification that it is not a United States person as described above. Payments of the proceeds from a disposition by a Non-United States Holder of a new note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is: . a United States person; . a controlled foreign corporation for United States federal income tax purposes; . a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three- year period; or . a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business. Payment of the proceeds from a disposition by a Non-United States Holder of a new note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding. Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide for certain reliance standards with respect to certifications under which a certification may not be relied on if we or our agent (or other payor) knows or has reasons to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a Non-United States Holder will be allowed as a credit against the holder's United States federal income tax liability or may claim a refund, provided the required information is furnished timely to the IRS. -109- PLAN OF DISTRIBUTION Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2001 (90 days after the date of this prospectus), all dealers effecting transactions in the new notes may be required to deliver a prospectus. We will not receive any proceeds from any sale of new notes by broker- dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. -110- WHERE YOU CAN FIND ADDITIONAL INFORMATION Each of AmeriSource and Bergen was previously subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, and filed periodic reports and other information with the SEC. These documents include specific information regarding AmerisourceBergen. AmerisourceBergen is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, and files periodic reports and other information with the SEC. You may read and copy any document we file with the SEC at the public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the public reference room. Our SEC filings are also available over the Internet at the SEC's website at www.sec.gov. Copies of such material can also be obtained from us upon request. While any notes remain outstanding, we will make available, on request, to any holder and any prospective purchaser of the notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act. We have filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, covering the notes to be issued in the exchange offer (Registration No. 333- ). This prospectus, which is a part of the registration statement, does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. For further information regarding our company and the notes to be issued in the exchange offer, please reference the registration statement, including its exhibits. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the documents or matter involved. Copies of the registration statement, including all related exhibits and schedules, may be inspected without charge at the public reference facilities maintained by the SEC, or obtained at prescribed rates from the Public Reference Section of the SEC. In addition, you may request a copy of any of these filings, at no cost, by writing or telephoning us at the following address: AmerisourceBergen Corporation 1300 Morris Drive, Suite 100, Chesterbrook, Pennsylvania 19087; the telephone number at that address is (610) 727-7000. LEGAL MATTERS Certain legal matters in connection with the new notes being offered will be passed upon for us by Dechert, Philadelphia, Pennsylvania. EXPERTS Ernst & Young LLP, independent auditors, have audited the consolidated balance sheet of AmerisourceBergen Corporation as of March 31, 2001, as set forth in their report which is incorporated by refence in this prospectus and elsewhere in this registration statement. AmerisourceBergen's consolidated balance sheet is incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. Ernst & Young LLP, independent auditors, have audited the consolidated financial statements and schedules of AmeriSource Health Corporation included in AmeriSource's Annual Report on Form 10-K for the year ended September 30, 2000, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in this registration statement. AmeriSource's consolidated financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. -111- The consolidated financial statements and financial statement schedule incorporated in this prospectus by reference from the Bergen Brunwig Corporation Annual Report on Form 10-K as of September 30, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. INCORPORATION OF DOCUMENTS BY REFERENCE We have elected to "incorporate by reference" into this prospectus certain of the information we file with the SEC under the Securities Exchange Act of 1934. This means that we are disclosing important information to you by referring you to those filings. The information we incorporate by reference is considered a part of this prospectus, and subsequent information that we file with the SEC will automatically update and supercede this information. Any information which is subsequently modified or superseded will not constitute a part of this prospectus, except as so modified or superceded. We incorporate by reference the "Security Ownership of Certain Beneficial Owners and Management," "Compensation of Directors," "Management" and "Certain Relationships and Transactions" sections from the proxy statement of AmeriSource filed on Form DEF 14A on January 26, 2001, the annual report of AmeriSource filed on Form 10-K on December 20, 2000, the quarterly reports of AmeriSource filed on Form 10-Q on February 13, 2001, May 14, 2001 and August 14, 2001, respectively, the "Director Compensation," "Beneficial Ownership of Securities," "Compensation of Executive Officers" and "Certain Transactions" sections from the proxy statement of Bergen filed on Form DEF 14A on January 12, 2001, the annual report of Bergen filed on Form 10-K on December 29, 2000, the quarterly reports of Bergen filed on Form 10-Q on February 14, 2001, May 14, 2001 and August 14, 2001, respectively, the AmerisourceBergen's Registration Statement filed on Form S-4/A on July 27, 2001 and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15 (d) of the Securities Exchange Act of 1934 after the date of this prospectus and before the Exchange Offer to which this prospectus relates is terminated. Upon written or oral request, we will provide you with a copy of any of the incorporated documents without charge (not including exhibits to the documents unless the exhibits are specifically incorporated by reference into the documents). You may submit such a request for this material at the following address and telephone number: Investor Relations AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087 (610) 727-7000 -112- AMERISOURCEBERGEN CORPORATION INDEX TO CONSOLIDATED BALANCE SHEET Consolidated Balance Sheet as of June 30, 2001........................ F-2 Note to Consolidated Balance Sheet.................................... F-3 F-1 AMERISOURCEBERGEN CORPORATION CONSOLIDATED BALANCE SHEET June 30, 2001 (unaudited) Assets Total assets............................................................... $ -- =========== Liabilities and Stockholders' Equity Liabilities................................................................ $ -- Stockholders' equity: Common stock, $.01 par value, 100 shares authorized, issued and outstanding....................................................... 1 Subscriptions receivable................................................. (1) ---------- Total stockholders' equity................................................. -- Total liabilities and stockholders' equity................................. $ -- ==========
See accompanying note. F-2 AMERISOURCEBERGEN CORPORATION NOTE TO CONSOLIDATED BALANCE SHEET NOTE 1. Organization and Basis of Presentation. AmerisourceBergen Corporation (formerly AmeriSource-Bergen Corporation) (the "Company") was incorporated in the state of Delaware on March 16, 2001. The Company was formed in connection with the merger (the "Merger") of AmeriSource Health Corporation ("AmeriSource") and Bergen Brunswig Corporation ("Bergen"). Upon completion of the Merger on August 29, 2001, AmeriSource and Bergen each became wholly owned subsidiaries of the Company. Other than its formation, the Company and its subsidiaries had not conducted any activities as of June 30, 2001. The consolidated balance sheet includes the accounts of the Company and its two wholly-owned subsidiaries, A-Sub Acquisition Corp. and B-Sub Acquisition Corp. Intercompany accounts have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated balance sheet. The accompanying unaudited consolidated balance sheet has been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of June 30, 2001 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principals generally accepted in the United States, but which are not required for interim reporting purposes, have been omitted. F-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by the Delaware General Corporation Law ("DGCL"), the Company's Restated Certificate of Incorporation provides that directors of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (iv) for any transaction from which the director derives an improper personal benefit. In addition, the Company's Bylaws provide for indemnification of the Company's officers and directors to the fullest extent permitted under Delaware law. Section 145 of the DGCL provides that a corporation may indemnify any persons, including officers and directors, who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The directors and officers of the Company are insured against certain liabilities under the registrant's directors' and officers' liability insurance. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits The following exhibits are filed herewith unless otherwise indicated: (1) 2.1 Agreement and Plan of Merger dated as of March 16, 2001 by and among AABB Corporation, AmeriSource Health Corporation, Bergen Brunswig Corporation, A-Sub Acquisition Corp. and B-Sub Acquisition Corp. 4.1 Indenture dated as of August 16, 2001 governing 8 1/8% Senior Notes Due 2008 among the Company, certain of the Company's subsidiaries signatories thereto and Chase Manhattan Bank and Trust Company, National Association as trustee 4.2 Form of 8 1/8% Senior Note Due 2008 (included in Exhibit 4.1) 4.3 Registration Rights Agreement, dated August 14, 2001, by and among the Company, the Subsidiaries Guarantors Named Therein, Credit Suisse First Boston Corporation, Banc of America Securities LLC and JP Morgan Securities. 4.4 Pledge and Escrow Agreement, dated Augst 14, 2001, by and among the Company, the Subsidiaries Guarantors Named Therein, Credit Suisse First Boston Corporation, Banc of America Securities LLC and JP Morgan Securities. 5.1 Opinion of Dechert 12 Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of Ernst & Young LLP 23.2 Consent of Deloitte and Touche LLP 23.3 Consent of Dechert (included in Exhibit 5.1) 24 Powers of Attorney (included on signature pages) 25.1 Statement of Eligibility and Qualification of Chase Manhattan Bank and Trust Company, National Association on Form T-1 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery 99.3 Letter to Holders of 8 1/8% Senior Notes Due 2008 Concerning Offer For All Outstanding 8 1/8% Senior Subordinated Notes Due 2008 in Exchange for 8 1/8% Senior Notes Due 2008 of AmerisourceBergen Corporation Which Have Been Registered Under the Securities Act of 1933, as amended 99.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Concerning Offer For All Outstanding 8 1/8% Senior Notes Due 2008 in Exchange for 8 1/8% Senior Notes Due 2008 of AmerisourceBergen Corporation Which Have Been Registered Under the Securities Act of 1933, as amended 99.5 Letter to Clients Concerning Offer For All Outstanding 8 1/8% Senior Notes Due 2008 in Exchange for 8% Senior Notes Due 2008 of AmerisourceBergen Corporation Which Have Been Registered Under the Securities Act of 1933, as amended 99.6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 _________________________________ (1) Incorporated by reference to the Annex A of the Joint Proxy Statement -Prospectus on Amendment No. 2 to Form S-4 filed by the Company on July 27, 2001 (the "Joint Proxy Statement- Prospectus") (b) Financial Statement Schedules: Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto. ITEM 22. UNDERTAKINGS. (a) The undersigned registrants hereby undertake: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned registrants hereby undertake to supply by means of a post effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCEBERGEN CORPORATION By: /s/ R. David Yost ------------------------------- R. David Yost President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President, Chief Executive Officer and /s/ R. David Yost Director (principal executive officer) --------------------------------- R. David Yost Executive Vice President and Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) --------------------------------- Neil F. Dimick /s/ Rodney H. Brady Director --------------------------------- Rodney H. Brady /s/ Richard C. Gozon Director --------------------------------- Richard C. Gozon /s/ Edward E. Hagenlocker Director --------------------------------- Edward E. Hagenlocker /s/ Robert E. Martini Chairman and Director --------------------------------- Robert E. Martini /s/ James R. Mellor Director --------------------------------- James R. Mellor /s/ Francis G. Rodgers Director --------------------------------- Francis G. Rodgers /s/ J. Lawrence Wilson Director --------------------------------- J. Lawrence Wilson
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCE HEALTH CORPORATION By: /s/ R. David Yost ------------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President and Director /s/ R. David Yost (principal executive officer) --------------------------------- R. David Yost Chief Financial Officer and Director /s/ Neil F. Dimick (principal financial and accounting officer) --------------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director --------------------------------- Kurt J. Hilzinger /s/ Robert E. Martini Director --------------------------------- Robert E. Martini
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCE CORPORATION By: /s/ Brent R. Martini ----------------------- Brent R. Martini President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Brent R. Martini and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President and Director /s/ Brent R. Martini (principal executive officer) ---------------------------------- Brent R. Martini Chief Financial Officer and Director /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director ---------------------------------- Kurt J. Hilzinger /s/ Robert E. Martini Director ---------------------------------- Robert E. Martini /s/ R. David Yost Director ---------------------------------- R. David Yost
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BERGEN BRUNSWIG CORPORATION By: /s/ R. David Yost ----------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President and Director /s/ R. David Yost (principal executive officer) ---------------------------------- R. David Yost Chief Financial Officer and Director /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director ---------------------------------- Kurt J. Hilzinger /s/ Robert E. Martini Director ---------------------------------- Robert E. Martini
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCE HEALTH SERVICES CORPORATION By: /s/ Ed Hancock -------------------------------- Ed Hancock President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Ed Hancock and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Ed Hancock (principal executive officer) ---------------------------------- Ed Hancock Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ R. David Yost Director ---------------------------------- R. David Yost /s/ Kurt J. Hilzinger Director ---------------------------------- Kurt J. Hilzinger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCE HERITAGE CORPORATION By: /s/ William Bechstein ------------------------ William Bechstein President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints William Bechstein and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President and Director /s/ William Bechstein (principal executive officer) ---------------------------------- William Bechstein Treasurer and Director /s/ Daniel T. Hirst (principal financial and accounting officer) ---------------------------------- Daniel T. Hirst /s/ Donna E. Dasher Director ---------------------------------- Donna E. Dasher
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. AMERISOURCE SALES CORPORATION By: /s/ R. David Yost ------------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President and Director /s/ R. David Yost (principal executive officer) ---------------------------------- R. David Yost Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director ---------------------------------- Kurt J. Hilzinger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October 2001. ALLIANCE HEALTH SERVICES, INC. By: /s/ Charles J. Carpenter -------------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ---------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ William D. Sprague Director ---------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. ALLIANCE HOME HEALTH CARE, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ---------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick /s/ William D. Sprague Director ---------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. ASD HEMOPHILIA PROGRAM, L.P. By: /s/ Kurt J. Hilzinger ------------------------------ Kurt J. Hilzinger President of ASD Hemophilia Management, LLC, General Partner POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- General Partner /s/ Kurt J. Hilzinger (principal executive officer) ---------------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------- Neil F. Dimick
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. ASD HEMOPHILIA MANAGEMENT, LLC By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) --------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) --------------------------- Neil F. Dimick /s/ William D. Sprague Director --------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. ASD SPECIALTY HEALTHCARE, INC. By: /s/ R. David Yost ---------------------------------- R. David Yost Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and Neil F. Dimick, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- Chief Executive Officer and Director /s/ R. David Yost (principal executive officer) -------------------------- R. David Yost Chief Financial Officer and Director /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director -------------------------- Kurt J. Hilzinger /s/ Steven H. Collis Director -------------------------- Steven H. Collis SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BBC LABORATORIES By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William G. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BBC PACKING CORPORATION By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BBC SPECIAL PACKAGING, INC. By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BBC TRANSPORTATION COMPANY By: /s/ Brent R. Martini ---------------------------------- Brent R. Martini President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Brent R. Martini and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Brent R. Martini (principal executive officer) -------------------------- Brent R. Martini Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BERGEN BRUNSWIG DRUG COMPANY By: /s/ Brent R. Martini ---------------------------------- Brent R. Martini President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Brent R. Martini and John McAlpine, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President and Director /s/ Brent R. Martini (principal executive officer) -------------------------- Brent R. Martini Chief Financial Officer /s/ John McAlpine (principal financial and accounting officer) -------------------------- John McAlpine /s/ Neil F. Dimick Director -------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director -------------------------- Kurt J. Hilzinger /s/ R. David Yost Director -------------------------- R. David Yost SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BERGEN BRUNSWIG REALTY SERVICES, INC. By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. BBC OPERATING SUB, INC. By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. BEVERLY ACQUISITION CORPORATION By: /s/ Charles J. Carpenter ---------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) -------------------------- Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. BROWNSTONE PHARMACY, INC. By: /s/ Charles J. Carpenter ------------------------ Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. CAPSTONE PHARMACY OF DELAWARE, INC. By: /s/ Charles J. Carpenter ------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) --------------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. CD SMITH HEALTHCARE, INC. By: /s/ R. David Yost ---------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ R. David Yost (principal executive officer) --------------------------------------- R. David Yost Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------------- Neil F. Dimick /s/ Kurt J. Hilzinger Director ----------------------------------------- Kurt J. Hilzinger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. CENTURY ADVERTISING, INC. By: /s/ Brent R. Martini -------------------------------------- Brent R. Martini President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Brent R. Martini and William D. Sprague either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Brent R. Martini (principal executive officer) --------------------------------------- Brent R. Martini Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ---------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. CHOICE MEDICAL, INC. By: /s/ Linda Burkett --------------------------------- Linda Burkett President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Linda Burkett and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Linda Burkett (principal executive officer) --------------------------------------- Linda Burkett Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) --------------------------------------- Neil F. Dimick /s/ William D. Sprague Director --------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. COMPUTRAN SYSTEMS, INC. By: /s/ Charles J. Carpenter ---------------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. COMPUSCRIPT, INC. By: /s/ Charles J. Carpenter ---------------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. CORRECTIONS PHARMACIES OF CALIFORNIA, L.P. By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President of Corrections Pharmacies, LLC, General Partner POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and Neil F. Dimick, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) ------------------------------------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------------------------------------- Neil F. Dimick
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. CORRECTIONS PHARMACIES L.L.C. By: /s/ Steven H. Collis --------------------------------------- President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Steven H. Collis and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- President /s/ Steven H. Collis (principal executive officer) ------------------------------------------------------- Steven H. Collis Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------------------------------------- Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. CORRECTIONS PHARMACIES OF HAWAII, LP By: /s/ Kurt J. Hilzinger ---------------------------------------- Kurt J. Hilzinger President of Corrections Pharmacies LLC, General Partner POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- General Partner /s/ Kurt J. Hilzinger (principal executive officer) ------------------------------ Kurt J. Hilzinger Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ------------------------------ Neil F. Dimick SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. CORRECTIONS PHARMACIES LICENSING COMPANY, LLC By: /s/ Steven H. Collis ------------------------------ Steven H. Collis President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Steven H. Collis and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Steven H. Collis (principal executive officer) ----------------------------- Steven H. Collis Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. DD WHOLESALE, INC. By: /s/ Charles J. Carpenter ------------------------------ Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. DRUG SERVICE, INC. By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) ----------------------------- Kurt J. Hilzinger Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. DUNNINGTON DRUG, INC. By: /s/ Charles J. Carpenter -------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. DUNNINGTON RX SERVICES OF MASSACHUSETTS, INC. By: /s/ Charles J. Carpenter ------------------------------ Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. DUNNINGTON RX SERVICES OF RHODE ISLAND, INC. By: /s/ Charles J. Carpenter ------------------------------ Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. DURR-FILLAUER MEDICAL, INC. By: /s/ R. David Yost -------------------------------- R. David Yost Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and, Neil F. Dimick either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. EXPRESS PHARMACY SERVICES, INC. By: /s/ Charles J. Carpenter ------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. FAMILY CENTER PHARMACY, INC. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ----------------------------- Charles J. Carpenter Chief Financial Officer (principal financial and /s/ Neil F. Dimick accounting officer) ----------------------------- Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. GENERAL DRUG COMPANY By: /s/ R. David Yost ---------------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and Kurt J. Hilzinger, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ R. David Yost (principal executive officer) ------------------------ R. David Yost Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting officer) ------------------------ Neil F. Dimick /s/ Kurt J. Hilzinger Director ------------------------- Kurt J. Hilzinger SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. GOOT NURSING HOME PHARMACY, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. GOOT WESTBRIDGE PHARMACY, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. GOOT'S GOODIES, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. GOOT PHARMACY AND ORTHOPEDIC SUPPLY, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. GREEN BARN, INC. By: /s/ Brent R. Martini ----------------------------------- Brent R. Martini President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Brent R. Martini and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Brent R. Martini (principal executive officer) -------------------------- Brent R. Martini Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. HEALTH SERVICES CAPITAL CORPORATION By: /s/ William R. Bechstein ----------------------------------- William R. Bechstein President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints William R. Bechstein and R. David Yost, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ William R. Bechstein (principal executive officer) -------------------------- William R. Bechstein Chief Financial Officer /s/ Allen E. Zimmerman (principal financial and accounting -------------------------- officer) Allen E. Zimmerman /s/ R. David Yost Director -------------------------- R. David Yost SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. HEALTHCARE PRESCRIPTION SERVICES, INC By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. HOME MEDICAL EQUIPMENT HEALTH COMPANY By: /s/ Kurt J. Hilzinger ----------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. INSTA-CARE HOLDINGS, INC. By: /s/ Charles J. Carpenter ----------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) -------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. INSTA-CARE PHARMACY SERVICES CORPORATION By: /s/ Charles J. Carpenter --------------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ------ /s/ Charles J. Carpenter President ----------------------------------------- (principal executive officer) Charles J. Carpenter /s/ Neil F. Dimick Chief Financial Officer ----------------------------------------- (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ----------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. INTEGRATED COMMERCIALIZATION SOLUTIONS, INC. By: /s/ Kurt J. Hilzinger --------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. INTEPLEX, INC. By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. JAMES BRUDNICK COMPANY, INC. By: /s/ R. David Yost -------------------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and Kurt J. Hilzinger, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ R. David Yost President and Director ----------------------------------------- (principal executive officer) R. David Yost /s/ Neil F. Dimick Chief Financial Officer ----------------------------------------- (principal financial and accounting officer) Neil F. Dimick /s/ Kurt J. Hilzinger Director ----------------------------------------- Kurt J. Hilzinger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. K/S INSTRUMENT CORP. By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J .Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. LAD DRUG CORPORATION By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. LOS ANGELES DRUG CORPORATION By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. MANAGEMENT SYSTEMS OF AMERICA, INC. By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. MDP PROPERTIES, INC. By: /s/ Kurt J. Hilzinger --------------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Kurt J. Hilzinger President ------------------------------------------ (principal executive officer) Kurt J. Hilzinger /s/ Neil F. Dimick Chief Financial Officer ------------------------------------------ (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------------------ William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. MEDICAL HEALTH INDUSTRIES, INC. By: /s/ Charles J. Carpenter --------------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ------ /s/ Charles J. Carpenter President ----------------------------------------- (principal executive officer) Charles J. Carpenter /s/ Neil F. Dimick Chief Financial Officer ----------------------------------------- (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director ----------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. MEDICAL INITIATIVES, INC. By: /s/ Steven H. Collis --------------------------------------- Steven H. Collis President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Steven H. Collis and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001.
SIGNATURES TITLE ---------- ----- /s/ Steven H. Collis President -------------------------------------------------- (principal executive officer) Steven H. Collis /s/ Neil F. Dimick Chief Financial Officer -------------------------------------------------- (principal financial and accounting officer) Neil F. Dimick /s/ William D. Sprague Director -------------------------------------------------- William D. Sprague
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. MEDIDYNE, CORP. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) --------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and --------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director --------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. OMNI MED B, INC. By: /s/ Charles J. Carpenter ---------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ---------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ---------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ---------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. PHARMACY DYNAMICS GROUP, INC. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) --------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and --------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director --------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. PHARMACY CORPORATION OF AMERICA, INC. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) --------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and --------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director --------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. PHARMACY CORPORATION OF AMERICA- MASSACHUSETTS, INC. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. PHARMACY HEALTHCARE SOLUTIONS, LTD. By: /s/ Brent R. Martini ------------------------------- Brent R. Martini President of AmeriSource Corporation, General Partner POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Neil F. Dimick and Brent R. Martini, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Brent R. Martini (principal executive officer) -------------------------------- Brent R. Martini Chief Financial Officer /s/ Neil F. Dimick (principal financial and -------------------------------- accounting officer) Neil F. Dimick SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. PHARMERICA, INC. By: /s/ R. David Yost ----------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and Neil F. Dimick, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President and Director /s/ R. David Yost (principal executive officer) -------------------------- R. David Yost Chief Financial Officer /s/ Neil F. Dimick (principal financial and -------------------------- accounting officer) Neil F. Dimick /s/ Charles J. Carpenter Director -------------------------- Charles J. Carpenter /s/ Steve H. Collis Director -------------------------- Steve H. Collis SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. PHARMERICA DRUG SYSTEMS, INC. By: /s/ Charles J. Carpenter -------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. PREMIER PHARMACY, INC. By: /s/ Charles J. Carpenter --------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. RIGHTPAK, INC. By: /s/ Kurt J. Hilzinger ------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) ------------------------------ Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------ accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------ William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. ROMBRO'S DRUG CENTER, INC. By: /s/ Charles J. Carpenter ------------------------------ Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints and William D. Sprague and Charles J. Carpenter, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. SBS PHARMACEUTICALS, INC. By: /s/ R. David Yost ------------------------- R. David Yost President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints R. David Yost and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President and Director /s/ R. David Yost (principal executive officer) ------------------------------ R. David Yost Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting ------------------------------ officer) Neil F. Dimick /s/ Kurt J. Hilzinger Director ------------------------------ Kurt J. Hilzinger SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. SOUTHWEST PHARMACIES, INC. By: /s/ Kurt J. Hilzinger ------------------------------ Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) ------------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting ------------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director ------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. SOUTHWESTERN DRUG CORPORATION By: /s/ Charles J. Carpenter ----------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) --------------------------------- Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting --------------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director --------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. STADT SOLUTIONS, LLC By: /s/ Kurt J. Hilzinger ---------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) --------------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting --------------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director --------------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on the 19th day of October, 2001. TMESYS, INC. By: /s/ Charles J. Carpenter ---------------------------------- Charles J. Carpenter President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Carpenter and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Charles J. Carpenter (principal executive officer) ------------------------------ ------------------------ Charles J. Carpenter Chief Financial Officer /s/ Neil F. Dimick (principal financial and ----------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. THE ALLEN COMPANY By: /s/ Kurt J. Hilzinger ------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive ----------------------------- officer) Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and ----------------------------- accounting officer) Neil F. Dimick /s/ William D. Sprague Director ----------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. THE LASH GROUP By: /s/ Kurt J. Hilzinger ---------------------------------- Kurt J. Hilzinger President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Kurt J. Hilzinger and William D. Sprague, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Kurt J. Hilzinger (principal executive officer) -------------------------- Kurt J. Hilzinger Chief Financial Officer /s/ Neil F. Dimick (principal financial and accounting -------------------------- officer) Neil F. Dimick /s/ William D. Sprague Director -------------------------- William D. Sprague SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 19th day of October, 2001. VALUE APOTHECARIES, INC. By: /s/ Allen E. Zimmerman ------------------------------ Allen E. Zimmerman President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Allen E. Zimmerman and R. David Yost, either of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2001. SIGNATURES TITLE ---------- ----- President /s/ Allen E. Zimmerman (principal executive officer) ------------------------------- Allen E. Zimmerman Chief Financial Officer /s/ Neil F. Dimick (principal financial and ------------------------------- accounting officer) Neil F. Dimick /s/ Kurt J. Hilzinger Director ------------------------------- Kurt J. Hilzinger /s/ R. David Yost Director ------------------------------- R. David Yost EX-4.1 3 dex41.txt INDENTURE DATED AUGUST 14, 2001 Exhibit 4.1 EXECUTION COPY ________________________________________________________________________________ AMERISOURCEBERGEN CORPORATION SERIES A AND SERIES B 8 1/8% SENIOR NOTES DUE 2008 ___________________________ INDENTURE Dated as of August 14, 2001 ___________________________ CHASE MANHATTAN BANK AND TRUST COMPANY, National Association Trustee ___________________________ ________________________________________________________________________________ CROSS-REFERENCE TABLE*
Trust Indenture Act Section Indenture Section 310(a)(1)........................................................................ 7.10 (a)(2)........................................................................ 7.10 (a)(3)........................................................................ N.A. (a)(4)........................................................................ N.A. (a)(5)........................................................................ 7.10 (b)........................................................................... 7.10 (c)........................................................................... N.A. 311(a)........................................................................... 7.11 (b)........................................................................... 7.11 (c)........................................................................... N.A. 312(a)........................................................................... 2.05 (b)........................................................................... 13.03 (c)........................................................................... 13.03 313(a)........................................................................... 7.06 (b)(1)........................................................................ 10.03 (b)(2)........................................................................ 7.07 (c)........................................................................... 7.06;13.02 (d)........................................................................... 7.06 314(a)........................................................................... 4.03;13.02 (c)(1)........................................................................ 13.04 (c)(2)........................................................................ 13.04 (c)(3)........................................................................ N.A. (e)........................................................................... 13.05 (f)........................................................................... N.A. 315(a)........................................................................... 7.01 (b)........................................................................... 7.05;13.02 (c)........................................................................... 7.01 (d)........................................................................... 7.01 (e)........................................................................... 6.11 316(a)(last sentence)............................................................ 2.09 (a)(1)(A)..................................................................... 6.05 (a)(1)(B)..................................................................... 6.04 (a)(2)........................................................................ N.A. (b)........................................................................... 6.07 (c)........................................................................... 2.12 317(a)(1)........................................................................ 6.08 (a)(2)........................................................................ 6.09 (b)........................................................................... 2.04 318(a)........................................................................... 13.01 (b)........................................................................... N.A. (c)........................................................................... 13.01
N.A. means not applicable. * This Cross Reference Table is not part of the Indenture. TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE Page Section 1.01. Definitions................................................................................ 1 Section 1.02. Other Definitions.......................................................................... 18 Section 1.03. Incorporation by Reference of Trust Indenture Act.......................................... 19 Section 1.04. Rules of Construction...................................................................... 19 ARTICLE 2. THE NOTES Section 2.01. Form and Dating............................................................................ 20 Section 2.02. Execution and Authentication............................................................... 20 Section 2.03. Registrar and Paying Agent................................................................. 21 Section 2.04. Paying Agent to Hold Money in Trust........................................................ 21 Section 2.05. Holder Lists............................................................................... 22 Section 2.06. Transfer and Exchange...................................................................... 22 Section 2.07. Replacement Notes.......................................................................... 33 Section 2.08. Outstanding Notes.......................................................................... 33 Section 2.09. Treasury Notes............................................................................. 33 Section 2.10. Temporary Notes............................................................................ 33 Section 2.11. Cancellation............................................................................... 34 Section 2.12. Defaulted Interest......................................................................... 34 ARTICLE 3. REDEMPTION AND PREPAYMENT Section 3.01. Notices to Trustee......................................................................... 34 Section 3.02. Selection of Notes to Be Redeemed.......................................................... 34 Section 3.03. Notice of Redemption....................................................................... 35 Section 3.04. Effect of Notice of Redemption............................................................. 35 Section 3.05. Deposit of Redemption Price................................................................ 35 Section 3.06. Notes Redeemed in Part..................................................................... 36 Section 3.07. Optional Redemption........................................................................ 36 Section 3.08. Special Mandatory Redemption............................................................... 36 Section 3.09. Offer to Purchase by Application of Excess Proceeds........................................ 37 ARTICLE 4. COVENANTS Section 4.01. Payment of Notes........................................................................... 38 Section 4.02. Maintenance of Office or Agency............................................................ 39 Section 4.03. Reports.................................................................................... 39 Section 4.04. Compliance Certificate..................................................................... 39 Section 4.05. Taxes...................................................................................... 40 Section 4.06. Stay, Extension and Usury Laws............................................................. 40 Section 4.07. Restricted Payments........................................................................ 40 Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries............................. 42 Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock................................. 43
i Section 4.10. Asset Sales................................................................................ 46 Section 4.11. Transactions with Affiliates............................................................... 47 Section 4.12. Liens...................................................................................... 48 Section 4.13. Offer to Repurchase Upon Change of Control................................................. 48 Section 4.14. No Senior Subordinated Debt................................................................ 49 Section 4.15. [Section Intentionally Omitted]............................................................ 49 Section 4.16. Limitation on Sale and Leaseback Transactions.............................................. 49 Section 4.18. Payments for Consent....................................................................... 50 Section 4.19. Additional Note Guarantees................................................................. 50 Section 4.20. Changes in Covenants when Notes Rated Investment Grade..................................... 50 Section 4.21. Designation of Restricted and Unrestricted Subsidiaries.................................... 50 ARTICLE 5. SUCCESSORS Section 5.01. Merger, Consolidation, or Sale of Assets................................................... 51 Section 5.02. Successor Corporation Substituted.......................................................... 51 ARTICLE 6. DEFAULTS AND REMEDIES Section 6.01. Events of Default.......................................................................... 52 Section 6.02. Acceleration............................................................................... 53 Section 6.03. Other Remedies............................................................................. 54 Section 6.04. Waiver of Past Defaults.................................................................... 54 Section 6.05. Control by Majority........................................................................ 54 Section 6.06. Limitation on Suits........................................................................ 54 Section 6.07. Rights of Holders of Notes to Receive Payment.............................................. 55 Section 6.08. Collection Suit by Trustee................................................................. 55 Section 6.09. Trustee May File Proofs of Claim........................................................... 55 Section 6.10. Priorities................................................................................. 55 Section 6.11. Undertaking for Costs...................................................................... 56 ARTICLE 7. TRUSTEE Section 7.01. Duties of Trustee.......................................................................... 56 Section 7.02. Rights of Trustee.......................................................................... 57 Section 7.03. Individual Rights of Trustee............................................................... 58 Section 7.04. Trustee's Disclaimer....................................................................... 58 Section 7.05. Notice of Defaults......................................................................... 58 Section 7.06. Reports by Trustee to Holders of the Notes................................................. 58 Section 7.07. Compensation and Indemnity................................................................. 59 Section 7.08. Replacement of Trustee..................................................................... 59 Section 7.09. Successor Trustee by Merger, etc........................................................... 60 Section 7.10. Eligibility; Disqualification.............................................................. 60 Section 7.11. Preferential Collection of Claims Against Company.......................................... 61 ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance................................... 61 Section 8.02. Legal Defeasance and Discharge............................................................. 61 Section 8.03. Covenant Defeasance........................................................................ 61 Section 8.04. Conditions to Legal or Covenant Defeasance................................................. 62
ii Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions................................................................................. 63 Section 8.06. Repayment to Company....................................................................... 63 Section 8.07. Reinstatement.............................................................................. 64 ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes........................................................ 64 Section 9.02. With Consent of Holders of Notes........................................................... 65 Section 9.03. Compliance with Trust Indenture Act........................................................ 66 Section 9.04. Revocation and Effect of Consents.......................................................... 66 Section 9.05. Notation on or Exchange of Notes........................................................... 66 Section 9.06. Trustee to Sign Amendments, etc............................................................ 66 ARTICLE 10. COLLATERAL AND SECURITY Section 10.01. Pledge and Escrow Agreement............................................................. 67 Section 10.02. Recording and Opinions.................................................................. 67 Section 10.03. Release of Collateral................................................................... 67 Section 10.04. Certificates of the Company............................................................. 68 Section 10.05. Certificates of the Trustee............................................................. 68 Section 10.06. Authorization of Actions to Be Taken by the Trustee Under the Pledge and Escrow Agreement................................................................................ 68 Section 10.07. Authorization of Receipt of Funds by the Trustee Under the Pledge and Escrow Agreement................................................................................ 68 Section 10.08. Termination of Security Interest........................................................ 68 ARTICLE 11. NOTE GUARANTEES Section 11.01. Guarantee............................................................................... 69 Section 11.02. Limitation on Guarantor Liability....................................................... 69 Section 11.03. Execution and Delivery of Note Guarantee................................................ 70 Section 11.04. Guarantors May Consolidate, etc., on Certain Terms...................................... 70 Section 11.05. Releases Following Sale of Assets....................................................... 71 ARTICLE 12. SATISFACTION AND DISCHARGE Section 12.01. Satisfaction and Discharge.............................................................. 71 Section 12.02. Application of Trust Money.............................................................. 72 ARTICLE 13. MISCELLANEOUS Section 13.01. Trust Indenture Act Controls............................................................ 73 Section 13.02. Notices................................................................................. 73 Section 13.03. Communication by Holders of Notes with Other Holders of Notes........................... 74 Section 13.04. Certificate and Opinion as to Conditions Precedent...................................... 74 Section 13.05. Statements Required in Certificate or Opinion........................................... 74 Section 13.06. Rules by Trustee and Agents............................................................. 75 Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders................ 75 Section 13.08. Governing Law........................................................................... 75 Section 13.09. No Adverse Interpretation of Other Agreements........................................... 75
iii Section 13.10. Successors.............................................................................. 75 Section 13.11. Severability............................................................................ 75 Section 13.12. Counterpart Originals................................................................... 75 Section 13.13. Table of Contents, Headings, etc........................................................ 75
EXHIBITS Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTE GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE Exhibit G FORM OF PLEDGE AND ESCROW AGREEMENT iv INDENTURE dated as of August 14, 2001 between AmerisourceBergen Corporation, a Delaware corporation (the "Company"), and Chase Manhattan Bank and Trust Company, National Association, as trustee (the "Trustee"). The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 8 1/8% Series A Senior Notes due 2008 (the "Series A Notes") and the 8 1/8% Series B Senior Notes due 2008 (the "Series B Notes" and, together with the Series A Notes, the "Notes"): ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions. "144A Global Note" means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. "Acquired Debt" means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, provided that Indebtedness of such other Person that is redeemed, defeased, retired or otherwise repaid immediately upon consummation of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person shall not be Acquired Debt and (ii) Indebtedness secured by a Lien encumbering any assets acquired by such specified Person. "Additional Notes" means any Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, plus 50 basis points. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment. "Agent" means any Registrar, Paying Agent or co-registrar. 1 "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Cedel that apply to such transfer or exchange. "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. "Board of Directors" means the Board of Directors of the Company, or any authorized committee of the Board of Directors. "Borrowing Base" means, as of any date, an amount equal to 50% of the book value of the consolidated inventory of the Company and its Restricted Subsidiaries as of the date of the most recently ended fiscal month prior to such date, determined in accordance with GAAP. "Broker-Dealer" has the meaning set forth in the Registration Rights Agreement. "Business Day" means any day other than a Legal Holiday. "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, other than earnouts. "Cash Equivalents" means (i) United States dollars, (ii) securities issued or directly and fully guaranteed or insured by the full faith and credit of the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500,000,000, (iv) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v), obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition, having one of the two highest ratings obtainable from either Moody's or S&P, (vi) commercial paper having the highest rating obtainable from either Moody's or S&P and, in each case, maturing within one year after the date of acquisition and (vii) money market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (vi) of this definition. 2 "Cedel" means Cedel Bank, SA. "Change of Control" means, the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) (3) of the Exchange Act) other than the Company or one of its Restricted Subsidiaries; (b) the adoption of a plan relating to the liquidation or dissolution of the Company (other than in a transaction that complies with Section 5.01 hereof; (c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or (d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. "Company" means AmerisourceBergen Corporation, and any and all successors thereto. "Comparable Treasury Issue" means the United States Treasury Security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations. "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus: (a) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus (b) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (c) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, 3 amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus (d) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus (e) all nonrecurring and unusual charges (including, without limitation, restructuring, shutdown, severance, facility consolidation and merger integration costs) taken by AmeriSource Health Corporation or Bergen Brunswig Corporation on or before three years following the date of this Indenture to the extent that such charges were deducted in computing such Consolidated Net Income; minus (f) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (a) the Net Income or loss of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (b) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (c) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; (d) the cumulative effect of a change in accounting principles will be excluded; (e) non-recurring charges taken by the Company in connection with the Merger within three years after the date of this Indenture will be excluded; and (f) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded (except to the extent distributed to the Company or one of its Restricted Subsidiaries). 4 "Consolidated Net Worth" means, with respect to any specified Person as of any date, the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of this Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company. "Credit Facilities" means, one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. "Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. "Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default. "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto. "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. "Designated Non-Guarantors" means those certain Domestic Subsidiaries that have been designated by the Company in an officers' certificate delivered to the Trustee as being Designated Non-Guarantors; provided that (i) in no event may the Designated Non-Guarantors taken as a whole hold more than 5% of the consolidated assets, or account for more than 5% of the consolidated revenues or Consolidated Cash Flow, of the Company and its Restricted Subsidiaries, calculated at the end of each fiscal quarter in accordance with GAAP on a trailing four-quarter basis and (ii) in no event may any Restricted Subsidiary be designated as a Designated Non-Guarantor at a time when a default has occurred and is continuing under any indenture or Credit Facility of the Company or any of its Restricted Subsidiaries. In the event that following any fiscal quarter end, the Restricted Subsidiaries that have been previously designated as Designated Non-Guarantors, when taken as a whole, account for more than 5% of such consolidated assets of such fiscal quarter end or more than 5% of such consolidated revenues or Consolidated Cash Flow during such fiscal quarter, calculated in accordance with GAAP on a trailing four-quarter basis, then the Company will cause any one or more of such Restricted Subsidiaries to become Guarantors within 45 days of such fiscal quarter end so that the Designated Non-Guarantors will not, when taken as a whole, account for more than 5% of any such measures. Notwithstanding the foregoing, all Receivables Subsidiaries will be permitted to be Designated Non-Guarantors, and their 5 assets, revenues and Consolidated Cash Flow will be disregarded for purposes of the financial tests required by this definition. "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to November 31, 2008. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such repurchase or redemption rights are not more favorable to the holders of such Capital Stock than Section 4.07 hereof. "Domestic Subsidiary" means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company; provided that a Restricted Subsidiary with assets having an aggregate fair market value of less than $100,000 will not be deemed to be a Domestic Subsidiary unless and until it acquires assets having an aggregate fair market value in excess of that amount. "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock) and beneficial interests and trusts created by a Receivables Subsidiary. "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. "Exchange Offer" has the meaning set forth in the Registration Rights Agreement. "Exchange Offer Registration Statement" has the meaning set forth in the Registration Rights Agreement. "Existing Indebtedness" means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under Credit Facilities) in existence on the date of this Indenture. "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: (a) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant 6 to Hedging Obligations, but excluding amortization of debt issuance costs incurred prior to the date of this Indenture; plus (b) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (c) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (d) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. "Fixed Charge Coverage Ratio" means with respect to any specified Person and its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (a) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; (b) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and (c) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date. 7 "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. "Global Notes" means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof. "Global Note Legend" means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture. "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. "Guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness. "Guarantor" means any Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture, and its respective successors and assigns. "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, foreign currency translation and commodity prices. "Holder" means a Person in whose name a Note is registered. "IAI Global Note" means the global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (a) in respect of borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (c) in respect of banker's acceptances; (d) representing Capital Lease Obligations; (e) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or 8 (f) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (b) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness. "Indenture" means this Indenture, as amended or supplemented from time to time. "Independent Investment Banker" means the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant. "Initial Notes" means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof. "Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commissions, travel, moving and similar advances to officers and employees and loans and advances to customers and suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.07. "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on 9 the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. "Letter of Transmittal" means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction). "Liquidated Damages" means all liquidated damages then owing pursuant to Section 6 of the Registration Rights Agreement. "Merger" means the merger contemplated by the Merger Agreement. "Merger Agreement" means the Agreement and Plan of Merger among AABB Corporation (now named AmerisourceBergen Corporation), AmeriSource Health Corporation, BergenBrunswig Corporation, A-Sub Acquisition Corp. and B-Sub Acquisition Corp. dated March 16, 2001. "Moody's" means Moody's Investors Service, Inc. "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, (i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries and (ii) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. "Non-Recourse Debt" means Indebtedness: (a) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; (b) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse 10 of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. "Non-U.S. Person" means a Person who is not a U.S. Person. "Note Guarantee" means the Guarantee by each Guarantor of the Company's payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. "Notes" has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Offering" means the offering of the Notes by the Company. "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. "Officers' Certificate" means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. "Participant" means, with respect to the Depositary, Euroclear or Cedel, a Person who has an account with the Depositary, Euroclear or Cedel, respectively (and, with respect to DTC, shall include Euroclear and Cedel). "Permitted Business" means any business that derives a majority of its revenues from the business engaged in by the Company and its Restricted Subsidiaries on the date of original issuance of the Notes and/or activities that are reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of original issuance of the Notes. "Permitted Investments" means: (a) any Investment in the Company or in a Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents; (c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 11 (i) such Person becomes a Restricted Subsidiary of the Company; or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 3.09 hereof; (e) any acquisition of assets to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (f) any Investments received in compromise of, or in respect of, obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including, but not limited to, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (g) Hedging Obligations; (h) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, provided that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction; (i) Investments existing on the date of this Indenture; (j) loans and advances to officers, directors, members and employees for business-related travel expenses, moving expenses and other similar expenses, in each case, incurred in the ordinary course of business not to exceed $10.0 million at any one time outstanding; (k) loans and advances to officers, directors, members and employees in connection with the award of convertible bonds or stock under a stock incentive plan, stock option plan or other equity-based compensation plan arrangement not to exceed $10.0 million in any one year; (l) or guarantees for the benefit of, customers or suppliers that do not in the aggregate exceed $20.0 million at any one time outstanding; and (m) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (m) that are at the time outstanding not to exceed $25.0 million. "Permitted Liens" means any of the following: (a) Liens securing Indebtedness under Credit Facilities; 12 (b) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with or acquired by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary; (c) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition; (d) Liens to secure the performance of statutory obligations, surety or appeal bonds, bid bonds, payment bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (e) Liens existing on the date of this Indenture; (f) Liens in favor of the Company or the Restricted Subsidiaries; (g) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (h) Liens on assets of the Company or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; (i) Liens on assets of Unrestricted Subsidiaries that secure Non- Recourse Debt of Unrestricted Subsidiaries; (j) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or another of its Restricted Subsidiaries; (k) Liens on any property or asset acquired by the Company or any of its Restricted Subsidiaries in favor of the seller of such property or asset and construction mortgages on real property, in each case, created within six months after the date of acquisition, construction or improvement of such property or asset by the Company or such Restricted Subsidiary to secure the purchase price or other obligation of the Company or such Restricted Subsidiary to the seller of such property or asset or the construction or improvement cost of such property in an amount up to the total cost of the acquisition, construction or improvement of such property or asset; provided that in each case, such Lien does not extend to any other property or asset of the Company and its Restricted Subsidiaries; (l) Liens incurred or pledges and deposits made in connection with workers' compensation, unemployment insurance and other social security benefits; (m) Liens imposed by law, such as mechanics', carriers', warehousemen's, materialmen's, and vendors' Liens, incurred in good faith in the ordinary course of business with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor; (n) financing statements granted with respect to personal property leased by the Company and its Restricted Subsidiaries pursuant to leases considered operating leases in accordance with GAAP, 13 provided that such financing statements are granted solely in connection with such leases; and Liens to secure Capital Lease Obligations permitted by clause (o) of the third paragraph of Section 4.09 covering only the assets acquired with such Indebtedness; (o) judgment Liens to the extent that such judgments do not cause or constitute a Default or an Event of Default; (p) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was secured by a Lien permitted under this Indenture; provided that any such Lien shall not extend to or cover any assets or property not securing the Indebtedness so refinanced and that such refinancing does not, directly or indirectly, result in an increase in the aggregate amount of secured Indebtedness of the Company and its Restricted Subsidiaries; and (q) any extension or renewal, or successive extensions or renewals, in whole or in part, of Liens permitted pursuant to the foregoing clauses (a) through (p) provided that no such extension or renewal Lien shall (A) secure more than the amount of Indebtedness or other obligations secured by the Lien being so extended or renewed or (B) extend to any property or assets not subject to the Lien being so extended or renewed; and (r) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $25.0 million at any one time outstanding. "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith) (the "Original Principal Amount"); provided, however, if the Indebtedness exceeds the Original Principal Amount, the Permitted Refinancing Indebtedness shall be limited to the Original Principal Amount; (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (d) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 14 "Pledge and Escrow Account" means that account created by the Pledge and Escrow Agreement. "Pledge and Escrow Agreement" means that agreement among the Company, AmeriSource Health Corporation, Bergen Brunswig Corporation, Chase Manhattan Bank and Trust Company, National Association as Trustee and Chase Manhattan Bank and Trust Company, National Association as Special Escrow Agent dated August 14, 2001. "Private Placement Legend" means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. "QIB" means a "qualified institutional buyer" as defined in Rule 144A. "Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) or inventory of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable or inventory, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable or inventory except for Indebtedness used to extend, refinance, replace, defease or refund the Credit Facilities. "Receivables Subsidiary" means a Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable or inventory and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Company or any Subsidiary of the Company (other than accounts receivable or inventory and related assets as provided in the definition of "Qualified Receivables Transaction"), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms customary for securitization of receivables or inventory and (c) with which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary's financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions. "Reference Treasury Dealer" means Credit Suisse First Boston Corporation and its successors; provided, however, that if Credit Suisse First Boston Corporation shall cease to be a primary U.S. 15 Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average as determined by the Trustee, of the bid and asked prices of the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. "Registration Rights Agreement" means the Registration Rights Agreement, dated as of August 14, 2001, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. "Regulation S" means Regulation S promulgated under the Securities Act. "Regulation S Global Note" means a global Note bearing the Private Placement Legend and deposited with or on behalf of the Depositary and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. "Remaining Scheduled Payments" means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Restricted Definitive Note" means a Definitive Note bearing the Private Placement Legend. "Restricted Global Note" means a Global Note bearing the Private Placement Legend. "Restricted Investment" means any Investment other than a Permitted Investment. "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. "Rule 144" means Rule 144 promulgated under the Securities Act. "Rule 144A" means Rule 144A promulgated under the Securities Act. "Rule 903" means Rule 903 promulgated under the Securities Act. 16 "Rule 904" means Rule 904 promulgated under the Securities Act. "S&P" means Standard & Poor's Ratings Group. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement. "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. "Special Escrow Account" means that account created pursuant to the Pledge and Escrow Agreement, a copy of which is attached hereto as Exhibit G. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subsidiary" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. "Trustee" means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. "Unrestricted Global Note" means a permanent global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the "Schedule of Exchanges of Interests in the Global Note" attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend. "Unrestricted Definitive Note" means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 17 (a) has no Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; (d) is not guaranteeing or otherwise providing credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and (e) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, all Receivables Subsidiaries will be permitted to be Unrestricted Subsidiaries. "U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act. "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness. Section 1.02. Other Definitions.
Defined in Term Section ---- ------- "Additional Escrow Amount".......................................................... 3.08 "Redemption Date"................................................................... 3.08
18
Defined in Term Section ---- ------- "Escrow Funds....................................................................... 3.08 "Affiliate Transaction"............................................................. 4.11 "Asset Sale"........................................................................ 4.10 "Asset Sale Offer".................................................................. 3.09 "Authentication Order".............................................................. 2.02 "Bankruptcy Law".................................................................... 4.01 "Change of Control Offer"........................................................... 4.13 "Change of Control Payment"......................................................... 4.13 "Change of Control Payment Date".................................................... 4.13 "Covenant Defeasance"............................................................... 8.03 "Event of Default".................................................................. 6.01 "Excess Proceeds"................................................................... 4.10 "Incur"............................................................................. 4.09 "Legal Defeasance".................................................................. 8.02 "Offer Amount"...................................................................... 3.09 "Offer Period"...................................................................... 3.09 "Paying Agent"...................................................................... 2.03 "Permitted Debt".................................................................... 4.09 "Purchase Date"..................................................................... 3.09 "Rating Event Date"................................................................. 4.20 "Registrar"......................................................................... 2.03 "Restricted Payments"............................................................... 4.07
Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Notes; "indenture security Holder" means a Holder of a Note; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Trustee; and "obligor" on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. Section 1.04. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; 19 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d) words in the singular include the plural, and in the plural include the singular; (e) provisions apply to successive events and transactions; and (f) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time. ARTICLE 2. THE NOTES Section 2.01. Form and Dating. (a) General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. (c) Euroclear and Cedel Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Cedel Bank. Section 2.02. Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. The Company's seal may but need not be reproduced on the Notes and may be in facsimile form. 20 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. Section 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. Section 2.04. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 21 Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA Section 312(a). Section 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. Upon the occurrence of either of the preceding events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) 22 (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications and certificates and Opinion of Counsel required by item (3) thereof, if applicable. (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 23 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 24 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 25 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend. (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 26 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker- dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 27 (D) the Registrar receives the following: (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 28 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 29 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. (i) Private Placement Legend. (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form. "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED 30 BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. EACH IAI THAT IS NOT A QIB WILL BE REQUIRED TO EFFECT ANY TRANSFER OF NOTES OR INTERESTS THEREIN (OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT) THROUGH ONE OF THE INITIAL PURCHASERS. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS." (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY." (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of 31 the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. (i) General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar's request. (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.13 and 9.05 hereof). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (v) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 32 Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Section 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. Section 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 33 Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act) unless the Company directs the Trustee to deliver cancelled Notes to the Company. Certification of the destruction of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. Section 2.12. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. ARTICLE 3. REDEMPTION AND PREPAYMENT Section 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers' Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. Section 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding 34 sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Section 3.03. Notice of Redemption. Subject to the provisions of Section 3.09 hereof, in the case of any redemption other than one under Section 3.08 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. The notice shall identify the Notes to be redeemed and shall state: (a) the redemption date; (b) the redemption price; (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; (d) the name and address of the Paying Agent; (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. Section 3.05. Deposit of Redemption Price. One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 35 If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. Section 3.07. Optional Redemption. (a) Except as set forth below, the Company shall not have the option to redeem the Notes. The Company shall have the option to redeem the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, in whole or in part, at the greater of the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date: (i) 101% of the principal amount thereof; or (ii) as determined by an Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portion thereof called for redemption. (b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. Section 3.08. Special Mandatory Redemption. Except as set forth below in 3.08(b), and in Sections 4.10 and 4.13 hereof, the Company shall not be required to make mandatory redemption payments with respect to the Notes. (a) The "Escrow Funds," in the amount of the net proceeds of the Offering, together with an additional amount of $20,894,038.07 in United States dollars or Government Securities (the "Additional Escrow Amount"), shall be held by the Trustee (in its capacity as special escrow agent) in the Special Escrow Account pursuant to the Pledge and Escrow Agreement. The Escrow Funds shall be invested in Government Securities, as provided in the Pledge and Escrow Agreement. (b) If (i) the Trustee receives written notice from the Company that the Merger Agreement has terminated or expired without consummation of the Merger, or (ii) the Trustee has not received a Final Release Certificate meeting the requirements of Section 3.2 of the Pledge and Escrow Agreement on 36 or prior to the 90/th/ day after the date of this Indenture, the Company shall redeem all of the outstanding Notes with the funds in the Special Escrow Account plus any additional amounts necessary to redeem the Notes at a redemption price equal to 101% of the principal amount of Notes redeemed plus accrued and unpaid interest to the date of redemption (the "Redemption Date") delivered to the Paying Agent pursuant to the terms of the Pledge and Escrow Agreement, upon no less then five and no more than 20 Business Days' prior notice. (c) Other than as specifically provided in this Section 3.08, any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Section 3.09. Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse 37 of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. ARTICLE 4. COVENANTS Section 4.01. Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable 38 interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. Section 4.02. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03. Section 4.03. Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC's rules and regulations. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a). (b) For so long as any Notes remain outstanding, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Section 4.04. Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining 39 whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and the Pledge and Escrow Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Pledge and Escrow Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Pledge and Escrow Agreement (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. Section 4.05. Taxes. The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. Section 4.06. Stay, Extension and Usury Laws. The Company and each of the Guarantors, if any, covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. Section 4.07. Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted 40 Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or any Restricted Subsidiaries of the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than Equity Interests owned by the Company or any Restricted Subsidiary of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Guarantee of the Notes (other than Indebtedness between or among the Company and its Restricted Subsidiaries), except a payment of interest or principal at Stated Maturity thereof or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; and (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of this Indenture (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (viii) and (x) of the next succeeding paragraph), is less than the sum, without duplication, of: (i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the date of this Indenture falls to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or convertible debt securities) sold to a Subsidiary of the Company), plus (iii) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), plus (iv) if any Unrestricted Subsidiary (A) is redesignated as a Restricted Subsidiary, the fair market value of such redesignated Subsidiary (as determined in good faith by the Board of Directors) as of the date of its redesignation or (B) pays any cash dividends or cash distributions to the Company or any of its Restricted Subsidiaries, the amount of any such dividends or distributions made after the date of this Indenture. The foregoing provisions shall not prohibit any of the following: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at the said date of declaration such dividend payment would have complied with the provisions of this Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Restricted Subsidiary or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than any Disqualified Stock) or from the net cash proceeds of an equity capital contribution to the Company; provided that the amount of any such net cash proceeds that 41 are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c)(ii) of the preceding paragraph; (iii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness so long as no Default has occurred and is continuing or would be caused thereby; (iv) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; (v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any member of the Company's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement, stock option agreement or similar agreement in effect as of this date of the Indenture so long as no Default has occurred and is continuing or would be caused thereby; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10.0 million in any twelve-month period; (vi) the declaration or payment of dividends or advances to the Company for expenses incurred by the Company in its capacity as a holding company that are attributable to the operations of the Company and its Restricted Subsidiaries; (vii) the repurchase of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (viii) the defeasance, redemption, repurchase or other acquisition of any Indebtedness subordinated or pari passu in right of payment to the Notes at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon, in the event of a change of control; provided that prior to or contemporaneously with such repurchase, the Company has made the Change of Control Offer with respect to the Notes required by this Indenture, if any, and has repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer; (ix) other Restricted Payments in an aggregate amount not to exceed $50.0 million; or (x) the use of the proceeds from this Offering (as described in the final Offering Circular dated August 9, 2001). The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors, whose determination will be conclusive. For purposes of determining compliance with this Section, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (i) through (ix) above in this Section 4.07 or is entitled to be made pursuant to the first paragraph of this Section, the Company shall, in its sole discretion, classify, such Restricted Payment in any manner that complies with this Section 4.07. Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries, (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reasons of: (i) agreements governing Existing Indebtedness as in effect on the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements and refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements as of the date hereof, (ii) this Indenture, the Notes and the Subsidiary Guarantees as in effect on the date of this 42 Indenture, (iii) applicable law and any applicable rule, regulation or order, (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms hereof, (v) customary non-assignment provisions in leases or other similar agreements entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all of substantially all the assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary or the receivables or inventory which are subject to the Qualified Receivables Transaction; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) contractual encumbrances and restrictions in effect on the date of this Indenture; (xiv) mortgage or construction financing that imposes restrictions on transfer of the property acquired or improved; (xv) protective liens filed in connection with sale-leaseback transactions permitted Section 4.16 and (xvi) Indebtedness permitted to be incurred pursuant to clauses (xiii), (xv) and (xvi) of the second paragraph of Section 4.09. Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company or any Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and the Guarantors may issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The Company shall not incur any Indebtedness that is contractually subordinated to any other Indebtedness of the Company unless such Indebtedness is also contractually subordinated to the Notes on substantially identical terms; provided, however, that no Indebtedness of the Company shall be deemed to be contractually subordinated to any other Indebtedness of the Company solely by virtue of being unsecured. 43 The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (a) the incurrence by the Company and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of: (i) $1.4 billion less the aggregate amount of all Net Proceeds of Asset Sales that have been applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction, in each case with the Net Proceeds of an Asset Sale pursuant to Section 3.09 hereof, and (ii) the Borrowing Base; (b) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness and their existing guarantees; (c) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued on the date of this Indenture and the Guarantees to be issued pursuant to the Pledge and Escrow agreement and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement; (d) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (ii), (iii), (iv) or (xv) of this paragraph; (e) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (i) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes in the case of the Company, or the Subsidiary Guarantee in the case of a Guarantor, and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company; will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (e); (f) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or Hedging Obligations with respect to foreign currency translations; 44 (g) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant or that was in existence on the date of this Indenture; (h) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any Restricted Subsidiary of the Company or their assets (other than such Receivables Subsidiary and its assets and, as to the Company or any Subsidiary of the Company, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person; (i) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; (j) Indebtedness of the Company or a Restricted Subsidiary owed to (including obligations in respect of letters of credit for the benefit of) any Person in connection with worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (k) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assume in connection with the disposition of any business, asset or Equity Interests; provided that the maximum aggregate liability of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (l) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence; (n) the incurrence by the Company or any of its Restricted Subsidiaries of guarantees of Indebtedness of customers or suppliers in an aggregate amount at any one time outstanding not to exceed $20.0 million; and (o) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (o), not to exceed $80.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (o) above or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall, in its sole discretion, be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 4.09 and such item of Indebtedness shall be treated as having been incurred pursuant to 45 only one of such clauses or pursuant to the first paragraph of this Section 4.09. Accrual of interest shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. Section 4.10. Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to: (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales or returns of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company shall be governed by the provisions of Sections 4.15 and 5.01 hereof), or (ii) issue or sell equity securities of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (a) that have a fair market value in excess of $5.0 million or (b) for net proceeds in excess of $5.0 million (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (y) at least 75% of the consideration received therefor by the Company or such Restricted Subsidiary is in the form of cash; provided that this 75% limitation shall not apply to any Asset Sale in which the after-tax cash or Cash Equivalents portion of the consideration received is equal or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the 75% limitation; provided, however, that the amount of: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets; (B) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are delivered within 20 days of the sale, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received); (C) any payment of secured debt secured by the assets sold in the Asset Sale; (D) Cash Equivalents: (E) long-term assets that are used or useful in a Permitted Business and (F) the Capital Stock of any Person engaged in a Permitted Business if, in connection with the receipt by the Company or any Restricted Subsidiary of the Company of such Capital Stock (i) such Person becomes a Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary of the Company, shall be deemed to be cash for purposes of this provision. Notwithstanding the preceding, (i) a transfer of assets between or among the Company and its Subsidiaries, (ii) an issuance of Equity Interests by a Wholly Owned Subsidiary to the Company or to another Subsidiary, (iii) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business including dispositions of assets that are obsolete or no longer useful in the business, (iv) the sale or other disposition of cash or Cash Equivalents, (v) sales of accounts receivable or inventory and related assets of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (v), notes received in exchange for the transfer of accounts receivable or inventory and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction, (vi) transfers of accounts receivable or inventory and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction, (vii) the sale or other disposition of distribution centers or warehouse facilities and related assets that are sold or contracted for sale within 18 months of the consummation of the Merger and (viii) the creation of security interests otherwise permitted by this Indenture, including, without 46 limitation, a pledge of assets otherwise permitted by this Indenture, shall not be deemed to be an Asset Sale. Any Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 365 days after the receipt of any Net Proceeds from any Asset Sale, the Company (or such Subsidiary) may apply the Net Proceeds from such Asset Sale, at its option, to one or more of the following (a) to repay Indebtedness under a Credit Facility (and to effect a corresponding commitment reduction if such Indebtedness is revolving credit Indebtedness; (b) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (c) to make a capital expenditure or (d) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) other long-term assets that are used or useful in a Permitted Business or to permanently reduce borrowings and commitments under Indebtedness permitted to be incurred pursuant to clause (a) of the third paragraph of Section 4.09 hereof. Pending the final application of any such Net Proceeds, the Company (or such Subsidiary) may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. Upon completion of such offer to purchase, the amount of Excess Proceeds will be deemed to be reset at zero. Section 4.11. Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each of the foregoing, an "Affiliate Transaction"), unless (a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Subsidiary than those that might have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary; provided, however, that for an Affiliate Transaction with an aggregate value of $25.0 million or more, at the Company's option, either (a) a majority of the disinterested members of the Board of Directors shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of the Company or (b) the Board of Directors or the board of directors of any such Restricted Subsidiary shall deliver to the Trustee an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of the Company; provided, however, that (i) any employment agreement, compensation or employee benefit arrangements, incentive arrangements or director fees (including grants of stock options or other Equity Interests) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of 47 business; (ii) transactions between or among the Company and/or its Restricted Subsidiaries; (iii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, such Person; (iv) payment of reasonable directors fees; (v) sales or issuances of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (vi) transactions between or among the Company and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; (vii) transactions permitted under Section 4.07 hereof; (viii) customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultant of the Company or any of its Restricted Subsidiaries and (ix) transactions pursuant to any contract, or agreement in effect on the date of this Indenture as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is no less favorable to the Company and its Restricted Subsidiaries than the original contract or agreement as in effect on the date of this Indenture shall not be deemed Affiliate Transactions. Section 4.12. Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens, unless (i) in the case of the Company, the Notes are secured by such Lien equally and ratably with, or prior to, the Indebtedness secured by such Lien or (ii) in the case of any Subsidiary Guarantor, such Subsidiary Guarantor's guarantee of the Notes is secured by such Lien equally and ratably with, or prior to, the Indebtedness secured by such Lien. Section 4.13. Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 90 days following any Change of Control, the Company shall mail a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 Business Days and no later than 60 Business Days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of 48 Control. To the extent that the provisions of any securities laws or regulations conflict with Section 4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.13 of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered by such Holder, if any; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.19 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Section 4.14. No Senior Subordinated Debt. Notwithstanding the provisions of Section 4.09 hereof, (i) the Company shall not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the Notes, and (ii) no Guarantor shall incur any Indebtedness that is subordinated or junior in right of payment to any Guarantees of Senior Debt and senior in any respect in right of payment to the Note Guarantees. Section 4.15. [Section Intentionally Omitted]. Section 4.16. Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Guarantor may enter into a sale and leaseback transaction if (i) the Company or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof, (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of such sale and leaseback transaction and (iii) the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof. 49 Section 4.18. Payments for Consent. Neither the Company nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Section 4.19. Additional Note Guarantees. If the Company or any of its Subsidiaries shall acquire or create another Domestic Subsidiary after the date of this Indenture or if any Restricted Subsidiary becomes a Domestic Subsidiary, then such newly acquired or created Subsidiary shall execute a Note Guarantee in the form of a Supplemental Indenture and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the date on which it was acquired or created or became a Domestic Subsidiary, except for (i) all Subsidiaries organized outside of the United States and its territories and (ii) all Subsidiaries that have properly been designated as Unrestricted Subsidiaries or Designated Non-Guarantors in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries or Designated Non-Guarantors. The form of such Note Guarantee is attached as Exhibit E hereto. Section 4.20. Changes in Covenants when Notes Rated Investment Grade If on any date following the date of this Indenture: (a) the Notes are rated Baa3 or better by Moody's and BBB - or better by S&P (or, in either case, if such person ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency) (such date being the "Rating Event Date"); and (b) no Default or Event of Default shall have occurred and be continuing, then beginning on that day and continuing at all times thereafter regardless of any changes in the rating of the Notes, Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.21 hereof and clause (iv)(B) of Section 5.01 hereof will no longer be applicable to the Notes. Section 4.21. Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default under this Indenture. 50 ARTICLE 5. SUCCESSORS Section 5.01. Merger, Consolidation, or Sale of Assets. The Company shall not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person, unless (i) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (iii) immediately after such transaction, no Default or Event of Default exists and (iv) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company's assets that meets the requirements of Section 5.01 hereof. 51 ARTICLE 6. DEFAULTS AND REMEDIES Section 6.01. Events of Default. An "Event of Default" occurs if: (a) the Company defaults in the payment when due of interest on, or Liquidated Damages with respect to, the Notes and such default continues for a period of 30 days; (b) the Company defaults in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (c) the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09 or 4.10 for 30 days from receipt of written notice by the Trustee or the Holders of at least 25% of the principal amount of the Notes outstanding; (d) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture, the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, which default results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates $25.0 million or more; (f) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $25.0 million (net of any amount covered by insurance); (g) the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or 52 (v) generally is not paying its debts as they become due; or (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian of the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; or (i) the Company shall fail to comply with, or breach, any material provision of the Pledge and Escrow Agreement, provided that the invalidity of the Trustee's security interest in the assets contained in the Pledge and Escrow Account will automatically constitute an Event of Default; or (j) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. Section 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee may, or upon receipt of written instructions from the Holders of at least 25% in principal amount of the then outstanding Notes, shall declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 53 Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. Section 6.04. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 6.05. Control by Majority. Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. Section 6.06. Limitation on Suits. A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; (b) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and (e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 54 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. Section 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. Section 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 55 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. ARTICLE 7. TRUSTEE Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; 56 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and (iv) no permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Article 7. The immunities and exceptions from liability of the Trustee shall apply to the Trustee in all if its capacities provided for in this Indenture including its capacity as a Registrar or Paying Agent, as the case may be, and shall extend to its officers, directors, employees and agents. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 57 (g) At all reasonable times the Trustee and its duly authorized agents, accountants, attorneys, and experts, shall have the right to inspect fully all books, papers and records of the Company relating to the Notes and to take such photocopies and memoranda therefrom and in regard thereto as may be desired; provided that, in the event any request for the delivery of any books, papers or records described above would compromise the attorney-client privilege or any other privilege of the Company then such delivery and access will not be required. Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. Section 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes or any money paid to the Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be required to inquire into or take notice, or be deemed to have notice, of any Event of Default under this Indenture or any other event which, with the passage of time, the giving of notice or both, would constitute an Event of Default unless a Responsible Officer shall have actual knowledge or be specifically notified in writing of such Event of Default or event. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Company, or any other party to the transaction contemplated in this Indenture, of any of the terms, conditions, covenants or agreements herein or any of the documents executed in connection with the Notes. Section 7.06. Reports by Trustee to Holders of the Notes. Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c). 58 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 59 (a) the Trustee fails to comply with Section 7.10 hereof; (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (c) a custodian or public officer takes charge of the Trustee or its property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has (or together with is corporate parent has) a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b). 60 Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight. Section 8.02. Legal Defeasance and Discharge. Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. Section 8.03. Covenant Defeasance. Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 hereof and clause (iv) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall 61 not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default. Section 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exceptions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exceptions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Eight concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 62 (g) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (h) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, subject to customary assumptions and exceptions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Section 8.06. Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 63 Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 64 Section 9.02. With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and 4.13 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority 65 in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes; (g) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions; or (h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture. Section 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect. Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. Section 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until, to the extent required by law, the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 66 ARTICLE 10. COLLATERAL AND SECURITY Section 10.01. Pledge and Escrow Agreement. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge and Escrow Agreement which the Company has entered into simultaneously with the execution of this Indenture and which is attached as Exhibit G hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge and Escrow Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Special Escrow Agent to enter into the Pledge and Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Special Escrow Agent pursuant to the Pledge and Escrow Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge and Escrow Agreement, to assure and confirm to the Trustee and the Special Escrow Agent the security interest in the Pledged Collateral contemplated hereby, by the Pledge and Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Pledge and Escrow Agreement to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral, in favor of the Special Escrow Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. Section 10.02. Recording and Opinions. (a) The Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Pledge and Escrow Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b). Section 10.03. Release of Collateral. Pledge Collateral may be released from the Lien and security interest created by the Pledge and Escrow Agreement at any time or from time to time in accordance with the provisions of the Pledge and Escrow Agreement. 67 Section 10.04. Certificates of the Company. The Company shall furnish to the Trustee and the Special Escrow Agent, prior to each proposed release of Pledged Collateral pursuant to the Pledge and Escrow Agreement, (i) all documents required by TIA Section 314(d) and Section (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Article 7 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel. Section 10.05. Certificates of the Trustee. In the event that the Company wishes to release Pledged Collateral in accordance with the Pledge and Escrow Agreement and has delivered the certificates and documents required by the Pledge and Escrow Agreement and Section 10.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 10.04, shall deliver a certificate to the Special Escrow setting forth such determination. Section 10.06. Authorization of Actions to Be Taken by the Trustee Under the Pledge and Escrow Agreement. Subject to the provisions of Article 7 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Special Escrow Agent to, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Pledge and Escrow Agreement and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Pledged Collateral by any acts that may be unlawful or in violation of the Pledge and Escrow Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Pledged Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee). Section 10.07. Authorization of Receipt of Funds by the Trustee Under the Pledge and Escrow Agreement. The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Pledge and Escrow Agreement, and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. Section 10.08. Termination of Security Interest. Upon the payment in full of all Obligations of the Company under this Indenture and the Notes, or upon Legal Defeasance, the Trustee shall, at the request of the Company, deliver a certificate to the Special Escrow Agent stating that such Obligations have been paid in full, and instruct the Special Escrow Agent to release the Liens pursuant to this Indenture and the Pledge and Escrow Agreement. 68 ARTICLE 11. NOTE GUARANTEES Section 11.01. Guarantee. Subject to this Article 11, each of the Guarantors that executes a Form of Notation of Guarantee and a Supplemental Indenture, thereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. Section 11.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer 69 or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Section 11.03. Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form included in Exhibit E shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.24 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.24 hereof and this Article 11, to the extent applicable. Section 11.04. Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee or by operation of law, under the Notes, this Indenture, the Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by operation of law or by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and 70 punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Section 11.05. Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof or the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11. ARTICLE 12. SATISFACTION AND DISCHARGE Section 12.01. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (a) either: (i) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or 71 (ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iv) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (v) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel, subject to customary assumptions and exceptions, to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section 12.02 and Section 8.06 shall survive. Section 12.02. Application of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and any Guarantor's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 72 ARTICLE 13. MISCELLANEOUS Section 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control. Section 13.02. Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address: If to the Company and/or any Guarantor: AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 Attention: Chief Financial Officer Facsimile number: (610) 727-7000 Telephone number: (610) 727-3600 With a copy to: Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 Attention: John LaRocca, Esq. Facsimile number: (215) 994-2222 Telephone number: (215) 994-4000 If to the Trustee: Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 3800 San Francisco California 94111 Telecopier No.: (415) 693-8850 Attention: Corporate Trust Department The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 73 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. Section 13.03. Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Section 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (c) a statement that the Person making such certificate or opinion has read such covenant or condition; (d) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (e) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (f) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 74 Section 13.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Notes, this Indenture, the Note Guarantees or the Pledge and Escrow Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Section 13.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Section 13.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. Section 13.10. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05. Section 13.11. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 13.12. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Section 13.13. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 75 SIGNATURES Dated as of August 14, 2001 AmerisourceBergen Corporation By: /s/ WILLIAM D. SPRAGUE ----------------------------------- Name: WILLIAM D. SPRAGUE Title: VICE PRESIDENT Chase Manhattan Bank and Trust Company, National Association, as trustee By: /s/ JAMES NAGY ----------------------------------- Name: JAMES NAGY Title: ASSISTANT VICE PRESIDENT Indenture EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 8 1/8% [Series A] [Series B] Senior Notes due 2008 No. ___ $____________ AmerisourceBergen Corporation promises to pay to _____________________________________________________________ or registered assigns, the principal sum of ___________________________________________________________ Dollars on _____________, 2008. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, ____ AmerisourceBergen Corporation By: _____________________________________ Name: Title: [(SEAL)] This is one of the Notes referred to in the within-mentioned Indenture: Chase Manhattan Bank and Trust Company, National Association as Trustee By: ____________________________________ Authorized Signatory ================================================================================ A-1 [Back of Note] 8 1/8% [Series A] [Series B] Senior Notes due 2008 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 1. Interest. AmerisourceBergen Corporation, a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at 8 1/8% per annum from August 14, 2001 until maturity and shall pay the Liquidated Damages payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be March 1, 2002 The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 3. Paying Agent and Registrar. Initially, Chase Manhattan Bank and Trust Company, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. Indenture. The Company issued the Notes under an Indenture dated as of August 14, 2001 ("Indenture") between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as A-2 amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 5. Optional Redemption. Except as set forth below, the Company shall not have the option to redeem the Notes. The Company shall have the option to redeem the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, in whole or in part, at the greater of the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date: (a) 101% of the principal amount thereof; or (b) as determined by an Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portion thereof called for redemption. Any redemption pursuant to this paragraph five shall be made pursuant to the provisions of Section 3.01 through 3.06 of the Indenture. 6. Special Mandatory Redemption. Except as set forth in this paragraph 6, paragraph 7 below and Section 4.10 of the Indenture, the Company shall not be required to make mandatory redemption payments with respect to the Notes. (a) The "Escrow Funds," in the amount of the net proceeds of the Offering, together with an additional amount of $20,894,038.07 United States dollars or Government Securities (the "Additional Escrow Amount"), shall be held by the Trustee (in its capacity as special escrow agent) in the Special Escrow Account pursuant to the Pledge and Escrow Agreement. The Escrow Funds shall be invested in Government Securities, as provided in the Pledge and Escrow Agreement. (b) If (1) the Trustee receives written notice from the Company that the Merger Agreement has terminated or expired without consummation of the Merger, or (2) the Trustee has not received a Final Release Certificate meeting the requirements of Section 3.2 of the Pledge and Escrow Agreement on or prior to the 90/th/ day after the date of the Indenture, the Company shall redeem all of the outstanding Notes with the funds in the Special Escrow Account plus any additional amounts necessary to redeem the Notes at a redemption price equal to 101% of the principal amount of Notes redeemed plus accrued and unpaid interest to, the date of redemption (the "Redemption Date") delivered to the Paying Agent pursuant to the terms of the Pledge and Escrow Agreement, upon no less then five and no more than 20 Business Days' prior notice to the Holders. (c) Other than as specifically provided in paragraph 6, any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. A-3 7. Repurchase at Option Holder. (a) If there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 90 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. 8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 11. Amendment, Supplement And Waiver. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or A-4 supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's or Guarantor's obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. 12. Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.07, 4.09 or 4.10 of the Indenture for 30 days from receipt of written notice by the Trustee or the Holders of at least 25% of the principal amount of the Notes outstanding; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, which default results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $25.0 million (net of any amount covered by insurance); (vii) the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; (viii) the breach of certain covenants in the Pledge and Escrow Agreement; and (ix) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. A-5 13. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 14. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any Guarantor, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Indenture, the Note Guarantees or the Pledge and Escrow Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 17. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the A/B Exchange Registration Rights Agreement dated as of August 14, 2001, between the Company and the parties named on the signature pages thereof (the "Registration Rights Agreement"). 18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The CUSIP Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 Attention: Chief Financial Officer A-6 Assignment Form To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: __________________________________ (Insert assignee's legal name) ________________________________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint ________________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature:__________________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A-7 Option of Holder to Elect Purchase If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.13 of the Indenture, check the appropriate box below: [_] Section 4.10 [_] Section 4.13 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $--------------- Date: _______________ Your Signature: _____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.:______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A-8 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:
Principal Amount of this Global Note Signature of Amount of decrease Amount of increase in following such authorized officer in Principal Amount Principal Amount decrease of Trustee or Note Date of Exchange of this Global Note of this Global Note (or increase) Custodian ---------------- ------------------- ------------------- ------------- ---------
* This schedule should be included only if the Note is issued in global form. A-9 EXHIBIT B [FORM OF CERTIFICATE OF TRANSFER] AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 [Registrar address block] Re: 8 1/8% Senior Notes due 2008 ---------------------------- Reference is hereby made to the Indenture, dated as of August 14, 2001 (the "Indenture"), between AmerisourceBergen Corporation, as issuer (the "Company"), and Chase Manhattan Bank and Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY] 1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST --------------------------------------------------------------- IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer ------------------------------------------------------------------ is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST --------------------------------------------------------------- IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. ----------------------------------------------------------------------------- The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of B-1 the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A -------------------------------------------------------- BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY ------------------------------------------------------------------------------- PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The -------------------------------------------------------------------- Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): (a) [_] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or (b) [_] such Transfer is being effected to the Company or a subsidiary thereof; or (c) [_] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or (d) [_] such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act. 4. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST --------------------------------------------------------------- IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. -------------------------------------------------------------------- (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or B-2 Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. (b) [_] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. _____________________________________ [Insert Name of Transferor] By: _________________________________ Name: Title: Dated:__________________ B-3 ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP _________), or (ii) [_] Regulation S Global Note (CUSIP _________), or (iii) [_] IAI Global Note (CUSIP _________); or (b) [_] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP _________), or (ii) [_] Regulation S Global Note (CUSIP _________), or (iii) [_] IAI Global Note (CUSIP _________), or (iv) [_] Unrestricted Global Note (CUSIP _________); or (b) [_] a Restricted Definitive Note; or (c) [_] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. B-4 EXHIBIT C [FORM OF CERTIFICATE OF EXCHANGE] AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 [Registrar address block] Re: 8 1/8% Senior Notes due 2008 ---------------------------- (CUSIP ____________) Reference is hereby made to the Indenture, dated as of August 14, 2001 (the "Indenture"), between AmerisourceBergen Corporation, as issuer (the "Company"), and Chase Manhattan Bank and Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN ------------------------------------------------------------------ A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL ------------------------------------------------------------------------ INTERESTS IN AN UNRESTRICTED GLOBAL NOTE ---------------------------------------- (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is C-1 EXHIBIT C being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS --------------------------------------------------------------- IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL ------------------------------------------------------------------------ INTERESTS IN RESTRICTED GLOBAL NOTES ------------------------------------ (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. C-2 EXHIBIT C This certificate and the statements contained herein are made for your benefit and the benefit of the Company. _______________________________________ [Insert Name of Transferor] By:____________________________________ Name: Title: Dated:______________________ C-3 EXHIBIT D [FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR] AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 [Registrar address block] Re: 8 1/8% Senior Notes due 2008 ---------------------------- Reference is hereby made to the Indenture, dated as of August 14, 2001 (the "Indenture"), between AmerisourceBergen Corporation, as issuer (the "Company"), and Chase Manhattan Bank and Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $____________ aggregate principal amount of: (a) [_] a beneficial interest in a Global Note, or (b) [_] a Definitive Note, we confirm that: 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the "Securities Act"). 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. D-1 EXHIBIT D 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. --------------------------------------------- [Insert Name of Accredited Investor] By: ------------------------------------------ Name: Title: Dated: ________________ D-2 EXHIBIT E [FORM OF NOTATION OF GUARANTEE] For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 14, 2001 (the "Indenture") between AmerisourceBergen Corporation and Chase Manhattan Bank and Trust Company, National Association, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. [NAME OF GUARANTOR(S)] By:_________________________________ Name: Title: E-1 EXHIBIT F [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS] Supplemental Indenture (this "Supplemental Indenture"), dated as of _______ __, 200__, among __________________ (the "Guaranteeing Subsidiary"), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the "Company"), the Company and Chase Manhattan Bank and Trust Company, National Association, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of August 14, 2001 providing for the issuance of 8 1/8% Senior Notes due 2008 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so F-1 guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance. 3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. F-2 4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms. (a) The Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Guarantor unless: (i) subject to Sections 11.04 and 11.05 of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 5. Releases. (a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably F-3 required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture. 6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. [signature page attached] F-4 EXHIBIT F IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: _______________, 200__ [Guaranteeing Subsidiary] By: _______________________________ Name: Title: AmerisourceBergen Corporation By: _______________________________ Name: Title: Chase Manhattan Bank and Trust Company, National Association, as Trustee By: _______________________________ Authorized Signatory F-5 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the Issue Date: [NONE] F-6 EXHIBIT G FORM OF PLEDGE AND ESCROW AGREEMENT G-1 EX-4.3 4 dex43.txt REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.3 EXECUTION COPY $500,000,000 AmerisourceBergen Corporation 8 1/8% Senior Notes due 2008 REGISTRATION RIGHTS AGREEMENT ----------------------------- August 14, 2001 Credit Suisse First Boston Corporation Banc of America Securities LLC J.P. Morgan Securities Inc. as Representatives of the several Initial Purchasers c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: AmerisourceBergen Corporation, a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and the other Initial Purchasers named in the purchase agreement described below (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $500,000,000 aggregate principal amount of its 8 1/8% Senior Notes due 2008 (the "Initial Securities") to be guaranteed (the "Guaranties") by AmeriSource Health Corporation, Bergen Brunswig Corporation and the other subsidiaries of the Company set forth on Schedule I hereto, (the "Guarantors" and, collectively with the Issuer, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of August 14, 2001 (the "Initial Indenture"), between the Issuer, and Chase Manhattan Bank and Trust Company, National Association, as trustee (the "Trustee") and by one or more Supplemental Indentures (the "Supplemental Indenture", and together with the Initial Indenture, the "Indenture") among the Issuer, the Trustee, and the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the "Holders"), as follows: 1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions related to the matters described in Section 6 hereof) and registered under the Securities Act (the "Exchange Securities"). The Company shall use all commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date (such 180th day being an "Effectiveness Deadline") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required in connection with any resale of such Exchange Securities to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for 2 Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the -------- ------- case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to matters described in Section 6 hereof) to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities." In connection with the Registered Exchange Offer, the Company shall: (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; (d) permit Holders to withdraw tendered Initial Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and 3 (e) otherwise comply with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: (x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker- dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker- dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a 4 material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer, unless the Company makes a good faith determination based on the advise of counsel that such a request would be denied in light of publicly available no-action letters, in which case the Company shall proceed to file a Shelf Registration Statement pursuant to the provisions of Section 2 hereof. In the event the Company seeks a no-action letter or other favorable decision from the Commission pursuant to the preceding sentence, the Company will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff. 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 180th day after the Closing Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "Trigger Date"): (a) The Company shall use all commercially reasonable efforts to, no more than 60 days after the Trigger Date (such 60th day being a "Filing Deadline"), file with the Commission and thereafter use all commercially reasonable efforts to cause to be declared effective no later than 120 days after the Trigger Date (such 120th day being an "Effectiveness Deadline") a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration 5 Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder -------- ------- (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section 6 of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. (b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the 7 Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading. (c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. (h) Prior to any public offering of the Securities pursuant to any Registration Statement the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration 8 or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify -------- ------ generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange 9 Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing -------- ------- inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; and provided, further, that as to any information that is -------- ------- designated in writing by the Company, in good faith, as confidential at the time of delivery, such information shall be kept confidential by the Holder or by any such underwriter, attorney, accountant or other agent. 10 (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its material subsidiaries; the qualification of the Company and its material subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(c) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker- Dealer a 11 comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) of the Purchase Agreement, with appropriate date changes. (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied. (t) The Company will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any. (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. (v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby. 4. Registration Expenses. (a) All expenses incident to the Company's performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; 12 (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based 13 upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to -------- ------- the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the amended, supplemented or final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this -------- ------- ------- indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless (i) the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, (ii) each of their respective directors and (iii) each of their respective officers who signs a Registration Statement from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person, director or officer may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person, director or officer in 14 connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons, directors or officers. (c) Promptly after receipt by an indemnified party under this Section 5 of written notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party in writing will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation prior to assumption of defenses. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an 15 indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 6. Liquidated Damages Under Certain Circumstances. Liquidated damages (the "Liquidated Damages") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or (iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related 16 prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Liquidated Damages shall accrue on the Initial Securities and Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at an amount equal to 0.25% per annum (the "Liquidated Damages Rate") of the principal amount of notes for the first 90-day period immediately following the occurrence of such Registration Default. The Liquidated Damages Rate shall increase by an additional 0.25% per annum of the principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Liquidated Damages Rate of 1.0% per annum. (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days, Liquidated Damages shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Liquidated Damages due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer 17 Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 7. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 9. Miscellaneous. (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the 18 rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company. (2) if to the Initial Purchasers; Credit Suisse First Boston Corporation Eleven Madison Avenue New York, NY 10010-3629 Fax No.: (212) 325-8278 Attention: Transactions Advisory Group with a copy to: Latham & Watkins 885 Third Avenue New York, NY 10022 Fax No: (212) 751-4864 Attention: Kirk A. Davenport, Esq. (3) if to the Company, at its address as follows: AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087-5594 Fax No.: (610) 727-3600 Attention: William D. Sprague, Esq. 19 with a copy to: Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 Fax No.: (215) 994-2222 Attention: John D. LaRocca, Esq. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. (f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. (j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 20 Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 21 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, AmerisourceBergen Corporation by: /s/ WILLIAM D. SPRAGUE --------------------------------- Name: WILLIAM D. SPRAGUE Title: VICE PRESIDENT, GENERAL COUNSEL and SECRETARY AmeriSource Health Corporation by: /s/ WILLIAM D. SPRAGUE --------------------------------- Name: WILLIAM D. SPRAGUE Title: VICE PRESIDENT, GENERAL COUNSEL and SECRETARY AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Sales Corporation C.D. Smith Healthcare, Inc. General Drug Company Health Services Capital Corporation James Brudnick Company, Inc. SBS Pharmaceuticals, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd. by: /s/ WILLIAM D. SPRAGUE --------------------------------- Name: WILLIAM D. SPRAGUE Title: VICE PRESIDENT, GENERAL COUNSEL and SECRETARY If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, Bergen Brunswig Corporation by: /s/ ROBERT E. MARTINI --------------------------------- Name: ROBERT E. MARTINI Title: CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC ASD Specialty Healthcare, Inc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Brunswig Drug Company Bergen Brunswig Realty Services, Inc. Bergen Brunswig Operating Sub, Inc. Beverly Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Dunnington Drug, Inc. Dunnington Rx Services of Massachusetts, Inc. Dunnington Rx Services of Rhode Island, Inc. Durr-Fillauer Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. 23 Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC Tmesys, Inc. The Allen Company The Lash Group, Inc. by: /s/ MILAN A. SAWDEI ----------------------- Name: MILAN A. SAWDEI Title:SECRETARY 24 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston Corporation Banc of America Securities LLC J.P. Morgan Securities Inc. as Representatives of the several Initial Purchasers By: Credit Suisse First Boston Corporation by: /s/ STEVEN R. SCHUH ------------------------- Name: STEVEN R. SCHUH Title:MANAGING DIRECTOR 25 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." A-1 ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." B-1 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200[__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus./1/ The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ____________________ /1/ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. C-1 ANNEX D [_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _________________________________________________ Address: ______________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. D-1 SCHEDULE I Guarantors AmeriSource Health Corporation Bergen Brunswig Corporation Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC ASD Specialty Healthcare Inc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Brunswig Drug Company Bergen Brunswig Realty Services, Inc. Bergen Brunswig Operating Sub, Inc. Beverly Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Dunnington Drug, Inc. Dunnington Rx Services of Massachusetts, Inc. Dunnington Rx Services of Rhode Island, Inc. Durr-Fillauer Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company 2 Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. MediDyne Corp. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC Tmesys, Inc. The Allen Company The Lash Group, Inc. AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Medical Supply, Inc. AmeriSource Sales Corporation C.D. Smith Healthcare, Inc. General Drug Company Health Services Capital Corporation James Brudnick Company, Inc. SBS Pharmaceuticals, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd. 3 EX-4.4 5 dex44.txt PLEDGE AND ESCROW AGREEMENT Exhibit 4.4 EXECUTION COPY SENIOR NOTE PLEDGE AND ESCROW AGREEMENT by and among AMERISOURCEBERGEN CORPORATION, AMERISOURCE HEALTH CORPORATION, BERGEN BRUNSWIG CORPORATION, CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Special Escrow Agent Dated as of August 14, 2001 SENIOR NOTE PLEDGE AND ESCROW AGREEMENT THIS SENIOR NOTE PLEDGE AND ESCROW AGREEMENT (this "Agreement"), dated --------- as of August 14, 2001, is by and among AmerisourceBergen Corporation (the "Company"), AmeriSource Health Corporation ("AmeriSource"), Bergen Brunswig ------- ----------- Corporation ("Bergen"), Chase Manhattan Bank and Trust Company, National ------ Association as trustee under the Indenture referred to below (the "Trustee"), ------- and Chase Manhattan Bank and Trust Company, National Association in its capacity as special escrow agent (the "Special Escrow Agent"). -------------------- RECITALS A. The Notes. Pursuant to that certain Indenture, dated as of August --------- 14, 2001, by and between the Company and the Trustee (as amended, supplemented, restated or otherwise modified from time to time, the "Indenture"), the Company --------- will issue $500,000,000.00 in aggregate principal amount of 8 1/8% Senior Notes due 2008 (the "Notes"). Simultaneously with the issuance of the Notes on August ----- 14, 2001 (the "Deposit Time"): (i) all of the net proceeds from the sale of the ------------ Notes and (ii) an additional amount of $20,894,038.07 in cash or Government Securities (as defined herein) (the "Additional Escrow Amount" and, ------------------------ collectively, the "Escrow Funds") shall be deposited by the Company, AmeriSource ------------ and Bergen, jointly and severally, into a segregated trust account with the Special Escrow Agent at its office at San Francisco, California, Account No. 160594.1, in the name of Chase Manhattan Bank and Trust Company, National Association, as Trustee, "Collateral Account of Chase Manhattan Bank and Trust Company, National Association, as Trustee, for AmerisourceBergen Corporation Senior Note Holders" (together with any sub-accounts established by the Trustee or Special Escrow Agent in connection therewith, the "Special Escrow Account"). ---------------------- The Special Escrow Account and all balances and investments from time to time therein shall be under the sole dominion and control of the Trustee. Subject to the terms and conditions hereinafter set forth, the funds on deposit from time to time in the Special Escrow Account shall be invested as directed by the Company or, in the absence of such directions, the Trustee. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. B. Purpose. The parties hereto desire to set forth their agreement ------- with regard to the administration of the Special Escrow Account, the creation of a security interest in the Collateral (as defined herein) and the conditions upon which funds will be released from the Special Escrow Account. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Security Interest. ----------------- 1.1 Pledge and Assignment. The Company hereby irrevocably --------------------- pledges, assigns and sets over to the Trustee, and grants to the Trustee, for the ratable benefit of the Holders of the Notes, a continuing security interest in all of the Company's right, title and interest in and to all of the following (whether consisting of investment securities, book-entry securities or other securities, security entitlements, financial assets or other investment property, accounts, general intangibles, instruments or documents, securities accounts, deposit accounts or other bank, trust or cash collateral accounts, or other property, assets or rights) whether now owned or existing or hereafter acquired or created (collectively, the "Collateral"): ---------- (a) this Agreement and the escrow created hereunder; (b) the Special Escrow Account; (c) all funds, securities, security entitlements and investment property from time to time held in or credited to the Special Escrow Account, including, without limitation, the Escrow Funds and the Government Securities (as defined in Section 2.1) and all certificates and instruments, if any, from time to time, representing or evidencing the Special Escrow Account, the Escrow Funds or any of the foregoing, whether the same shall constitute certificated securities, uncertificated securities, investment property, financial assets, instruments, general intangibles or otherwise; (d) all promissory notes, certificates of deposit, deposit accounts, checks, securities, security entitlements, investment property and instruments from time to time hereafter delivered to or otherwise possessed by the Trustee or the Special Escrow Agent in substitution for or in addition to any or all of the then existing Collateral; (e) all interest, dividends, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (f) all proceeds of the foregoing including, without limitation, all cash proceeds and all non-cash proceeds thereof (all of the property described in the preceding clauses (c), (d) and (e) and all proceeds thereof, collectively, the "Securities Collateral"). --------------------- The Company shall have no right to remove or withdraw any Securities Collateral from the Special Escrow Account without the prior written consent of the Trustee. If at any time the Special Escrow Agent shall receive any entitlement order from the Trustee (including, without limitation, any order directing the sale, transfer or redemption of any Securities Collateral), the Special Escrow Agent shall comply with such entitlement order, without the need for any consent by the Company or any other Person. The Trustee hereby appoints the Special Escrow Agent to act as the Trustee's agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Special Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Special Escrow Agent hereby waives any right of setoff or banker's lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral. 2 1.2 Secured Obligations. This Agreement secures the due and punctual ------------------- payment and performance of all obligations and indebtedness of the Company, whether now or hereafter existing, under the Notes, the Indenture and this Agreement, including, without limitation, interest accrued thereon after the commencement of a bankruptcy, reorganization or similar proceeding involving the Company to the extent permitted by applicable law (collectively, the "Secured ------- Obligations"). ----------- 1.3 Establishment of Special Escrow Account; Delivery of Collateral. ---------------------------------------------------------------- (a) Prior to the Deposit Time, the Special Escrow Agent shall establish the Special Escrow Account at its office at San Francisco, California as a "securities account" within the meaning of Article 8 of Uniform Commercial ------------------ Code (the "UCC") that is segregated from all other accounts of any kind. The --- Special Escrow Agent will treat all property held by it in the Special Escrow Account as "financial assets" under Section 8-501(a) (or successor section) of ---------------- the UCC. (b) All certificates or instruments, if any, representing or evidencing all or any portion of the Collateral shall be held by the Special Escrow Agent on behalf of the Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to the Trustee, and all in form and substance sufficient to convey a valid security interest in such Collateral to the Trustee. (c) The Special Escrow Agent shall take all steps necessary to ensure that the Trustee is the holder or entitlement holder (as the case may be) of all of the Collateral and that (i) either the Trustee for the ratable benefit of the Holders of the Notes or, to the extent required by applicable law, the Special Escrow Agent, for the benefit of the Trustee and the ratable benefit of the Holders of the Notes, is the holder or entitlement holder of all Government Securities and other uncertificated securities on the books of the applicable Federal Reserve Bank or other applicable securities intermediary, and (ii) all Securities Collateral is credited to the Special Escrow Account in the Trustee's name on the Special Escrow Agent's books. (d) Subject to the other terms and conditions of this Agreement, (i) all Securities Collateral held by the Special Escrow Agent pursuant to this Agreement shall be held in the Special Escrow Account which shall be subject to the exclusive dominion and control of the Trustee for the benefit of the Trustee and the ratable benefit of the Holders of the Notes, and (ii) the Special Escrow Account and all Securities Collateral from time to time therein shall remain segregated from all other funds or other property otherwise held by the Trustee or the Special Escrow Agent, as applicable. All proceeds of the Escrow Funds and other Securities Collateral, and all cash proceeds thereof, shall remain on deposit in the Special Escrow Account until withdrawn in accordance with this Agreement. 1.4 Further Assurances. Prior to, contemporaneously herewith, and ------------------ at any time and from time to time hereafter, the Company shall, at the Company's expense, execute and deliver to the Trustee or its designee such other instruments and documents, and take all further action as the Trustee deems reasonably necessary or advisable or may reasonably request to confirm or perfect the security interest of the Trustee granted or purported to be granted hereby 3 or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral, and the Company shall take all necessary action to preserve and protect the security interest created hereby as a first priority, perfected lien and encumbrance upon the Collateral. 1.5 Maintaining the Special Escrow Account. So long as this -------------------------------------- Agreement is in full force and effect: (a) the Company shall establish and maintain the Special Escrow Account with the Special Escrow Agent in accordance with Section 1.3 hereof, and the Special Escrow Account shall at all times remain under the exclusive dominion and control of the Trustee; and (b) notwithstanding any term or condition to the contrary in any other agreement relating to the Special Escrow Account, except as otherwise provided by the provisions of Article 3 hereof, no amount (including, without limitation, any Escrow Funds or interest on or other proceeds of the Escrow Funds or on any investment property held in the Special Escrow Account) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other Person other than the Trustee or its designee from the Special Escrow Account (other than customary brokerage or similar fees, discounts or commissions payable in connection with investments of funds pursuant to Section 2.1 hereof). 1.6 Transfers and Other Liens. The Company agrees that it will not ------------------------- (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the security interest under this Agreement. 1.7 Attorneys-in-Fact. The Company hereby irrevocably appoints each ----------------- of the Trustee and the Special Escrow Agent as the Company's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time in the Trustee's or the Special Escrow Agent's discretion to take any action and to execute any instrument which the Trustee or the Special Escrow Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Company representing any interest payment, dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, and the expenses of the Trustee and the Special Escrow Agent incurred in connection therewith shall be payable by the Company. 1.8 Trustee or Special Escrow Agent May Perform. Without limiting ------------------------------------------- the authority granted under Section 1.7 hereof and except with respect to the failure of the Company to deliver investment instructions, which shall be governed by the second paragraph of Section 2.1 hereof, if the Company fails to perform any agreement contained herein, the Trustee or the Special Escrow Agent may, but shall not be obligated to, itself perform, or cause performance of, such agreement, and the expenses of the Trustee or the Special Escrow Agent incurred in connection therewith shall be payable by the Company and shall be secured by the Collateral. 4 1.9 Financing Statements. In addition to, and not in limitation of, -------------------- any other provision of this Agreement, the Company hereby authorizes the Trustee to file one or more UCC financing statements with or (to the fullest extent permitted by applicable law) without the Company's signature, describing the Collateral and naming the Company, as debtor, and the Trustee, as secured party, for purposes of perfecting the Trustee's security interest in all or any portion of the Collateral. In connection therewith: (a) the Company hereby represents and warrants to the Trustee that (i) the Company is incorporated under the laws of the State of Delaware, and (ii) the Company's chief executive office is located at 1300 Morris Drive, Suite 100, Chesterbrook, Pennsylvania 19087-5594, which is in Chester County in the Commonwealth of Pennsylvania, and (b) the Company hereby covenants and agrees that it will not change its name, identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC) or, at any time while the location of its chief executive office remains relevant to perfection of the Trustee's security interest in any portion of the Collateral, relocate its chief executive office unless it shall have: (A) given the Trustee at least 5 business days' prior notice thereof and (B) prior to effectiveness of such change, delivered to the Trustee all financing statements, instruments and other documents reasonably requested by the Trustee in connection with such change or relocation. 2. Investment and Liquidation of Funds in Special Escrow Account. Funds ------------------------------------------------------------- deposited in the Special Escrow Account shall be invested and reinvested by the Special Escrow Agent on the following terms and conditions: 2.1 Permitted Investments. Prior to the earliest to occur of (i) --------------------- an event described in Section 3.4(a) hereof, (ii) an event described in Section 3.4(b) hereof, or (iii) an Event of Default under the Indenture, the Company hereby directs the Special Escrow Agent to invest all funds on deposit in the Special Escrow Account in the name of the Trustee solely in direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit ("Government ---------- Securities") maturing not later than twelve months after the date of acquisition ---------- and the Special Escrow Agent hereby agrees to make such investments in the name of the Trustee. (a) Notwithstanding the foregoing, if, on or prior to 12:00 noon (New York City time) on the 85th day after the Deposit Time, the Trustee receives from the chief financial officer of the Company a certificate substantially in the form of Exhibit A hereto (a "Preliminary Release Certificate") that: --------- ------------------------------- (i) sets forth the date (the "Merger Closing Date") for the ------------------- consummation of the merger (the "Merger") contemplated by the ------ Agreement and Plan of Merger among AABB Corporation (now named AmerisourceBergen Corporation), AmeriSource, Bergen, A-Sub Acquisition Corp. and B-Sub Acquisition Corp., dated March 16, 2001 (the "Merger ------ Agreement"), which shall not be earlier than two (2) Business Days --------- after the Special Escrow Agent's receipt of such Preliminary Release Certificate by 12:00 noon (New York City time); (ii) states that the Company reasonably believes that the Merger will be consummated on the specified Merger Closing Date; 5 (iii) sets forth the date (the "Supplemental Indenture Execution -------------------------------- Date") for the execution and delivery of the Notation of Guarantee (as ---- hereinafter defined) and the Supplemental Indenture (as hereinafter defined) by each of the guarantors (the "Guarantors") named in the ---------- Purchase Agreement dated August 9, 2001 among the Company, AmeriSource, Bergen, and the several Initial Purchasers named therein (the "Purchase Agreement"); ------------------ (iv) states that the Company reasonably believes that the Notation of Guarantee and the Supplemental Indenture will be executed and delivered by each of the Guarantors on the Supplemental Indenture Execution Date; and (v) directs the liquidation of all of the Government Securities in accordance with Section 3.1 hereof, the Company may thereafter direct the Special Escrow Agent to invest the funds from time to time in the Special Escrow Account solely in the Government Securities maturing on or before 12:00 noon (New York City time) on the later to occur of the Merger Closing Date or the Supplemental Indenture Execution Date (such later date, the "Release Date"); provided, however, that if the Company ------------ -------- ------- fails to give written investment instructions to the Special Escrow Agent by 12:00 noon (New York City time) on any Business Day prior to the Release Date on which there is uninvested cash and/or maturing Government Securities in the Special Escrow Account, the Trustee is hereby authorized to instruct the Special Escrow Agent in writing to invest any such amounts in the Government Securities, subject to the same maturity constraints as were imposed on the Company. Any failure by the Company or the Trustee to give such investment instructions to the Special Escrow Agent shall not constitute a default or an event of default hereunder or under the Indenture. 2.2 Interest. All interest earned on funds invested in Government -------- Securities shall be held in the Special Escrow Account and reinvested in accordance with the terms hereof and will be subject to the security interest granted hereunder to the Trustee. 2.3 Limitation of Trustee's and Special Escrow Agent's Liability. ------------------------------------------------------------ In no event shall the Trustee or the Special Escrow Agent have any liability to the Company or any other Person for investing the funds from time to time in the Special Escrow Account in accordance with the provisions of this Article 2, regardless of whether greater income or a higher yield could have been obtained had the Special Escrow Agent invested such funds in different Government Securities, or for any loss associated with the sale or liquidation of the Government Securities in accordance with the terms of this Agreement. 6 3. Disposition of Collateral Upon Certain Events. --------------------------------------------- 3.1 Liquidation of Securities Collateral. If, on or prior to 12:00 ------------------------------------ noon (New York City time) on the 90th day after the Deposit Time, the chief financial officer of the Company delivers to the Trustee a Preliminary Release Certificate meeting the requirments of Section 2.1(c) hereof, the Trustee shall direct the Special Escrow Agent in writing to liquidate all of the Securities Collateral by not later than 12:00 noon (New York City time) on the second (2nd) Business Day after the Trustee's receipt of such Preliminary Release Certificate and to retain the liquidation proceeds thereof in the Special Escrow Account. 3.2 Release of Funds on the Release Date. On the Release Date, the ------------------------------------ chief financial officer of the Company shall deliver to the Trustee a certificate substantially in the form of Exhibit B hereto (a "Final Release --------- ------------- Certificate") stating that: ----------- (a) all conditions precedent to the consummation of the Merger have been satisfied or waived; (b) the Company has consummated the Merger on substantially the terms described in the offering circular, dated as of August 9, 2001 relating to the offering of the Notes by the Company (the "Offering -------- Circular"); -------- (c) each of the Guarantors has executed a notation of guarantee, in the form attached to the Indenture (the "Notation of Guarantee"), and --------------------- a supplemental indenture, in the form attached to the Indenture (the "Supplemental Indenture"), pursuant to which it has become a guarantor ----------------------- of the Notes; (d) each of the Guarantors has executed a copy of the Registration Rights Agreement (as defined in the Purchase Agreement) and delivered the same to the Initial Purchasers; (e) one or more Opinions of Counsel have been delivered to the Trustee to the effect that the Notation of Guarantee and the Supplemental Indenture have been duly executed and delivered by each of the Guarantors on Schedule I hereto and constitute the valid and binding agreement of each of them, enforceable in accordance with its terms, all subject to customary and reasonable assumptions and in form and substance satisfactory to the Trustee, and instructing the Trustee to direct the Special Escrow Agent to release the Securities Collateral in accordance with this Section 3.2. Upon receipt of the foregoing and in good faith reliance thereon, the Trustee shall direct the Special Escrow Agent to transfer the funds then on deposit in the Special Escrow Account to the Company or its order in accordance with the terms of such Final Release Certificate in immediately available funds. 3.3 Termination of Security Interest. Following receipt by the -------------------------------- Trustee of a Final Release Certificate in accordance with Section 3.2, the Trustee shall execute and deliver to the Company and the Special Escrow Agent a termination of security interest in the form of Exhibit C hereto effective at --------- the time on the Release Date of transfer of the funds described in the Final Release Certificate (the "Release Time"), and the Trustee and the Special Escrow ------------ 7 Agent shall take all further actions, if any, that are reasonably deemed necessary by the Company to terminate the Trustee's security interest in the Collateral as of the Release Time. At the Release Time, all funds transferred by the Special Escrow Agent in accordance with the provisions of Section 3.2 hereof shall automatically be deemed to be free and clear of the Trustee's security interest provided herein. 3.4 Special Mandatory Redemption. If (a) the Trustee receives ---------------------------- written notice from the Company that the Merger Agreement has terminated or expired without consummation of the Merger, or (b) the Trustee has not received a Final Release Certificate meeting the requirements of Section 3.2 hereof on or prior to the 90th day after the Deposit Time, the Trustee shall direct the Special Escrow Agent to: (i) promptly liquidate all of the Securities Collateral to obtain net cash proceeds by no later than 12:00 noon (New York City time) on the date that is no less than five (5) Business Days and no more than twenty (20) Business Days after the date specified in clause (a) or (b) above, as applicable, and (ii) transfer such dollar amount to the Paying Agent to be used to redeem the Notes in accordance with Section 3.08 of the Indenture, and the Special Escrow Agent hereby agrees to liquidate such investments and to make such funds transfer. 4. Remedies upon Default. If (a) any Event of Default shall have occurred --------------------- and be continuing under Section 6.01 of the Indenture, (b) any other Event of Default shall have occurred and be continuing that results in the acceleration of the payment of principal, interest, premium, if any, and Liquidated Damages, if any, pursuant to the terms of the Indenture or (c) any material breach or violation of any representation, warranty or agreement contained in this Agreement shall have occurred: (i) The Trustee may, without notice to the Company except as required by applicable law and at any time or from time to time, direct the Special Escrow Agent to liquidate all Collateral and transfer all proceeds thereof to the Paying Agent to apply such funds in accordance with Section 6.02 of the Indenture. (ii) The Trustee (and/or the Special Escrow Agent on its behalf) may also, in addition to the other rights and remedies provided for herein, exercise in respect of the Collateral all the rights and remedies of a secured party upon default under the UCC in effect at that time in the State of New York (the "New York UCC") (whether or not the New York UCC ------------ applies to the affected Collateral), and may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sales, at any of the Trustee's or the Special Escrow Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee and the Special Escrow Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee and/or the Special Escrow Agent on its behalf may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 8 (iii) Any cash held by the Special Escrow Agent as Collateral and all net cash proceeds received by the Trustee or the Special Escrow Agent in respect of any sale or liquidation of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Trustee, be held by the Trustee or the Special Escrow Agent as collateral for, and then or at any time thereafter be applied (after payment of any costs and expenses incurred in connection with any sale, liquidation or disposition of or realization upon the Collateral and the payment of any amounts payable to the Trustee or the Special Escrow Agent) in whole or in part by the Trustee or the Special Escrow Agent for the ratable benefit of the Holders of the Notes against, all or any part of the Secured Obligations in such order as the Trustee shall elect. Any surplus of such cash or cash proceeds held by the Trustee or the Special Escrow Agent and remaining after payment in full of all the Secured Obligations and the costs and expenses incurred by and amounts payable to the Trustee or the Special Escrow Agent hereunder or under the Indenture shall be paid over to the Company. 5. Representations, Warranties and Agreements. The Company hereby ------------------------------------------ makes all representations and warranties, and agrees to all agreements, applicable to the Company contained in the Indenture. The Company, AmeriSource and Bergen severally further represent, warrant and agree that: 5.1 The execution, delivery and performance by the Company, AmeriSource and Bergen of this Agreement are within their respective corporate powers, have been duly authorized by all necessary corporate action, and do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company, AmeriSource or Bergen (except as would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement)), or of the certificate of incorporation or bylaws of the Company, AmeriSource or Bergen or result in the creation or imposition of any Lien on any assets of the Company, AmeriSource or Bergen other than the Lien contemplated hereby. 5.2 Each of them has full power and authority to enter into this Agreement and has the right to vote, pledge and grant a security interest in the Collateral as provided by this Agreement. 5.3 This Agreement has been duly executed and delivered by each of them and constitutes a legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms. 5.4 Upon the delivery to the Special Escrow Agent of the Collateral and (as to certain proceeds therefrom) the filing of UCC financing statements, the pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations for the benefit of the Trustee, the Special Escrow Agent and the Holders, and enforceable as such against all creditors of each of them and any persons purporting to purchase any of the Collateral from each of them. 5.5 No consent of any other person and no consent, authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is 9 required either (i) for the pledge by each of them of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by each of them or (ii) for the exercise by the Trustee or the Special Escrow Agent of the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities). 5.6 No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the best knowledge of each of them, threatened by or against each of them or against any of its properties or revenues with respect to this Agreement or any of the transactions contemplated hereby. 5.7 The pledge of the Collateral pursuant to this Agreement is not prohibited by any applicable law or governmental regulation, release, interpretation or opinion of the Board of Governors of the Federal Reserve System or other regulatory agency (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System). 5.8 All information set forth herein relating to the Collateral is accurate and complete in all material respects. 5.9 Upon consummation of the Merger, the Company, AmeriSource and Bergen will use their best efforts to (a) have each party that is to become a Guarantor of the Notes pursuant to the terms of the Offering Circular execute and deliver the Notation of Guarantee and the Supplemental Indenture and (b) cause one or more opinions of counsel to be delivered to the Trustee to the effect that the Notation of Guarantee and the Supplemental Indenture (1) have been duly authorized by the Relevant Guarantors (as such term is defined in the Purchase Agreement) and, executed and delivered by the Guarantors, (2) are valid, binding and enforceable and (3) do not contravene, or constitute a default under, (i) any provision of applicable law or regulation (other than a contravention or default that is not likely to cause a material adverse effect on the condition (final or other), business, properties or result of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect")), (ii) any agreement set forth in an exhibit to the opinion (which exhibit shall identify, based solely on a certificate of an officer of the Company, all material agreements or instruments of the Guarantors (other than a breach or violation that is not likely to cause a Material Adverse Effect) or (iii) the certificate of incorporation or the Bylaws of each of the Guarantors, all in form and substance satisfactory to the Trustee. 5.10 Until the Merger has been consummated and the Collateral has been released from the Special Escrow Account in accordance with this Agreement, each of AmeriSource and Bergen and their respective subsidiaries will comply with the covenants contained in the Indenture as if they were parties thereto. 5.11 AmeriSource and Bergen hereby disavow any interest in the Collateral; provided, that notwithstanding the foregoing, AmeriSource and Bergen -------- agree that they will abide by the covenants contained in this Agreement; and provided, further that notwithstanding the foregoing the parties hereto agree -------- ------- that AmeriSource and Bergen in no way disavow any interest in the Company. 10 6. Indemnity. The Company, AmeriSource and Bergen, jointly and --------- severally, shall indemnify and hold harmless the Trustee, the Special Escrow Agent and their respective directors, officers, agents and employees, from and against any and all claims, actions, obligations, liabilities and expenses, including, without limitation, reasonable defense costs, reasonable investigative fees and costs, reasonable legal fees and claims for damages incurred in any action or proceeding between the parties hereto or in disputes with third parties or otherwise, arising from or in connection with the Trustee's and/or the Special Escrow Agent's acceptance of, or performance under, this Agreement, except to the extent that such liability, expense or claim is directly attributable to the gross negligence, willful misconduct or bad faith of the Trustee or the Special Escrow Agent. 7. Termination. This Agreement shall terminate automatically upon ----------- the first to occur of (a) the release of all of the Collateral pursuant to Section 3.2 or 3.4 hereof or (b) payment in full of the Secured Obligations. The provisions of Sections 6 and 8 hereof shall survive any termination or discharge or satisfaction of this Agreement as well as the resignation or removal of the Trustee or the Special Escrow Agent. 8. Special Escrow Agent. -------------------- 8.1 Limitation of the Special Escrow Agent's Liability; -------------------------------------------------- Responsibilities of the Escrow Agent. Except as otherwise provided herein, the ------------------------------------ Special Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Special Escrow Agent does not represent, warrant or guaranty to the Trustee or the Holders of the Notes from time to time the performance of the Company; (ii) the Special Escrow Agent shall have no responsibility to the Company, the Holders of the Notes or the Trustee as a consequence of the performance or non-performance by the Special Escrow Agent hereunder, except for any bad faith, gross negligence or willful misconduct of the Special Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Special Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. In no event shall the Special Escrow Agent be liable (x) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from the Company or any entity acting on behalf of the Company delivered in accordance with the terms hereof, (y) for any consequential, punitive or special damages or (z) for an amount in excess of the value of the Special Escrow Account valued as of the date of deposit. No implied covenants or obligations shall be inferred from this Agreement against the Special Escrow Agent, nor shall the Special Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Special Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Government Securities held by it hereunder, including without any limitation any liability for any delay not resulting from bad faith, gross negligence or willful misconduct in such investment, reinvestment or liquidation, or any loss of principal or income incident to any such delay. The Special Escrow Agent shall be entitled to rely upon any judicial or administrative order or judgment, upon any opinion of counsel or upon any certification, 11 instruction, notice or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated there or the propriety or validity of service thereof. The Special Escrow Agent may act or refrain from acting in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Special Escrow Agent may request in writing an instruction in writing from the Company and may at its own option but in no case is obliged to, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that -------- ------- the Special Escrow Agent shall state in such request that it believes in good faith that such proposed action is consistent with another identified provision of this Agreement. The Special Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least two Business Days after the Company received the Special Escrow Agent's request for instructions and its proposed course of action, and (ii) prior to so acting, the Special Escrow Agent has not received written instruction requested from the Company. At the expense of the Company, the Special Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to clause (ii) of the preceding paragraph) shall not be liable for any action taken or omitted in good faith and without gross negligence or willful misconduct in accordance with such advice. The Special Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds, securities or property deposited hereunder, the Special Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such funds, securities or property, and the Special Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Special Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced by a writing reasonably satisfactory to the Special Escrow Agent or the Special Escrow Agent shall have received security or an indemnity reasonably satisfactory to the Special Escrow Agent sufficient to hold the Special Escrow Agent harmless from and against any and all loss, liability or expense which the Special Escrow Agent may incur by reason of its acting. The Special Escrow Agent may in addition elect in its sole opinion to commence an interpleader action or seek other judicial relief or orders as the Special Escrow Agent may deem necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with such proceedings shall be paid by, and shall be deemed an obligation of, the Company. 12 No provision of this Agreement shall require the Special Escrow Agent to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. The Special Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Special Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire). 8.2 Substitution of the Special Escrow Agent. The Special ---------------------------------------- Escrow Agent may resign by giving no less than twenty (20) Business Days prior written notice to the Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all funds and any Government Securities maintained by the Special Escrow Agent hereunder and copies of all books, records, plans and other documents in the Special Escrow Agent's possession relating to such funds, any Government Securities or this Agreement to a successor escrow agent mutually approved by the Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Company, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the Holders of the Notes and the Trustee than this Agreement and the taking of such other steps as may be necessary to give the successor escrow agent a first priority security interest in the Special Escrow Account, and the Special Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith. If a successor escrow agent has not been appointed or has not accepted such appointment within thirty (30) Business Days after notice of resignation is given to the Company, the Special Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. 8.3 Expenses. The Company, AmeriSource and Bergen, -------- jointly and severally, will upon demand pay to the Special Escrow Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees, expenses and disbursements of its counsel, experts and agents retained by the Special Escrow Agent that the Special Escrow Agent may incur in connection with (a) the review, negotiation and administration of this Agreement, (b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (c) the exercise or enforcement of any of the rights of the Trustee and the Holders of the Notes hereunder or (d) the failure by the Company, AmeriSource or Bergen to perform or observe any of the provisions hereof. 9. Miscellaneous. ------------- 9.1 Waiver. No waiver of any provision of this Agreement ------ nor consent to any departure by any party therefrom shall in any event be effective unless the same shall be in writing and signed by each of the non- breaching parties and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 9.2 Invalidity. If, for any reason whatsoever, any one or ---------- more of the provisions of this Agreement shall be held or deemed to be inoperative, unenforceable or invalid 13 in a particular case or in all cases, such circumstances shall not have the effect of rendering any of the other provisions of this Agreement inoperative, unenforceable or invalid, and the inoperative, unenforceable or invalid provision shall be construed as if it were written so as to effectuate, to the maximum extent possible, the parties' intent. 9.3 Assignment. This Agreement shall inure to and be ---------- binding upon the parties and their respective successors and permitted assigns; provided, however, that the Company, AmeriSource and Bergen may not assign their -------- ------- rights or obligations hereunder without the express prior written consent of the Trustee. 9.4 Choice of Law. The existence, validity, construction, -------------- operation and effect of any and all terms and provisions of this Agreement shall be determined in accordance with and governed by the internal laws of the State of New York including, without limitation the Uniform Commercial Code in effect in the State of New York, without giving effect to the conflicts of law principles of such State. 9.5 Entire Agreement; Amendments. This Agreement, the ---------------------------- Notes and the Indenture contain the entire agreement among the parties with respect to the subject matter hereof and supersede any and all prior agreements, understandings and commitments with respect thereto, whether oral or written; provided, however, that this Agreement is executed and accepted by the Trustee -------- ------- and the Special Escrow Agent subject to all terms and conditions of its acceptance of the trust under the Indenture, as fully as if said terms and conditions were set forth at length herein. This Agreement may be amended only by a writing signed by duly authorized representatives of all parties. The Trustee and the Special Escrow Agent may execute an amendment to this Agreement only if the requisite consent of the Holders of the Notes required by Article 9 of the Indenture has been obtained, unless no such consent is required by such Section 9.01 of the Indenture. 9.6 Notices. All notices, requests, instructions, orders ------- and other communications required or permitted to be given or made under this Agreement to any party hereto shall be delivered in writing by hand delivery or overnight delivery, or shall be delivered by facsimile or telephonically with confirmation in writing not more than twenty-four hours following such facsimile or telephonic notice. A notice given in accordance with the preceding sentence shall be deemed to have been duly given upon the sending thereof, except for notice to the Trustee or the Special Escrow Agent, which shall be deemed given only when received. Notices should be addressed as follows: 14 To the Company or AmeriSource: AmerisourceBergen Corporation or AmeriSource Health Corporation (as applicable) 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 Attention: Chief Financial Officer Facsimile number: (610) 727-7000 Telephone number: (610) 727-3600 To Bergen: Bergen Brunswig Corporation 400 Metropolitan Drive Orange, California 92668 Attention: Chief Financial Officer Facsimile number: (714)978-7415 Telephone number: (714)385-4000 With copies to: Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 Attention: John LaRocca, Esq. Facsimile number: (215) 994-2222 Telephone number: (215) 994-4000 To the Trustee: Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 3800 San Francisco, California 94111 Attention: James Nagy Facsimile number: (415) 954-2371 Telephone number: (415) 954-2367 To the Special Escrow Agent: Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 3800 San Francisco, California 94111 Attention: James Nagy Facsimile number: (415) 954-2371 Telephone number: (415) 954-2367 15 or at such other address, facsimile number or telephone number as the specified entity most recently may have designated in writing in accordance with this paragraph to the other parties. 9.7 Counterparts. This Agreement may be executed in one ------------ or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. [signature pages attached] 16 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day first written above. AMERISOURCEBERGEN CORPORATION By: /s/ WILLIAM D. SPRAGUE ---------------------------------------------- Name: WILLIAM D. SPRAGUE Title:VICE PRESIDENT AMERISOURCE HEALTH CORPORATION By: /s/ WILLIAM D. SPRAGUE ---------------------------------------------- Name: WILLIAM D. SPRAGUE Title:VICE PRESIDENT GENERAL COUNSEL AND SECRETARY BERGEN BRUNSWIG CORPORATION By: /s/ ROBERT E. MARTINI ---------------------------------------------- Name: ROBERT E. MARTINI Title:CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ JAMES NAGY ---------------------------------------------- Name: JAMES NAGY Title:ASSISTANT VICE PRESIDENT CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Special Escrow Agent By: /s/ JAMES NAGY ---------------------------------------------- Name: JAMES NAGY Title:ASSISTANT VICE PRESIDENT Pledge and Escrow Agreement EXHIBIT A [Form of Preliminary Release Certificate] AMERISOURCEBERGEN CORPORATION Date: ___________ The undersigned, Chief Financial Officer of AmerisourceBergen Corporation, a Delaware corporation (the "Company"), hereby certifies to the ------- Trustee, pursuant to Section 3.1 of the Senior Note Pledge and Escrow Agreement dated as of August 14, 2001 (the "Pledge and Escrow Agreement") by and among the --------------------------- Company, a Delaware corporation, AmeriSource Health Corporation, a Delaware corporation, Bergen Brunswig Corporation, a New Jersey corporation, Chase Manhattan Bank and Trust Company, National Association, as trustee (the "Trustee") under the Indenture dated as of August 14, 2001 (the "Indenture") ------- --------- between the Company and the Trustee, and Chase Manhattan Bank and Trust Company, National Association, as special escrow agent (the "Special Escrow Agent"), that -------------------- he is the Chief Financial Officer of the Company and that: 1. The consummation of the Merger has been scheduled to occur on _____________, 2001 (the "Merger Closing Date"). ------------------- 2. The Company believes that the Merger will be consummated on the Merger Closing Date. 3. The execution and delivery of the Notation of Guarantee and the Supplemental Indenture by each of the Guarantors have been scheduled to occur on __________, 2001 (the "Supplemental Indenture Execution Date"). ------------------------------------- 4. The Company believes that the Notation of Guarantee and the Supplemental Indenture will be executed and delivered by each of the Guarantors on the Supplemental Indenture Execution Date. Unless otherwise indicated, capitalized terms used herein without definition shall have the meanings attributed to them in the Pledge and Escrow Agreement. The Company hereby requests the Trustee to direct the Special Escrow Agent to liquidate all of the Government Securities by no later than 12:00 noon (New York City time) on _________________, 2001, and to retain the proceeds thereof in the Special Escrow Account pending disbursement in accordance with a Final Release Certificate. By:__________________________________ Name: Title: A-1 EXHIBIT B [Form of Final Release Certificate] AMERISOURCEBERGEN CORPORATION Date: __________ The undersigned, Chief Financial Officer of AmerisourceBergen Corporation, a Delaware corporation (the "Company"), hereby certifies to the ------- Trustee, pursuant to Section 3.2 of the Senior Note Pledge and Escrow Agreement dated as of August 14, 2001 (the "Pledge and Escrow Agreement") by and among the --------------------------- Company, a Delaware corporation, AmeriSource Health Corporation, a Delaware corporation and Bergen Brunswig Corporation, a New Jersey corporation, Chase Manhattan Bank and Trust Company, National Association, as trustee (the "Trustee") under the Indenture dated as of August 14, 2001 (the "Indenture") ------- --------- between the Company and the Trustee, and Chase Manhattan Bank and Trust Company, National Association, as special escrow agent (the "Special Escrow Agent"), that -------------------- he is the Chief Financial Officer of the Company and that: 1. All conditions precedent to the consummation of the Merger have been satisfied or waived. 2. The Company has consummated the Merger on substantially the terms described in the Offering Circular dated August 9, 2001. 3. Each subsidiary of the Company (after giving effect to the Merger) that is to have become a guarantor of the Notes pursuant to the terms of the Purchase Agreement and/or the Offering Circular has executed and delivered to the Trustee a Notation of Guarantee and a Supplemental Indenture, in the form attached as Exhibits E and F to the Indenture respectively, pursuant to which each such subsidiary has become a Guarantor. The Notation of Guarantee and the Supplemental Indenture have become effective and remains in full force and effect. 4. Each Subsidiary of the Company (after giving effect to the Merger) that is to have become a guarantor of the Notes pursuant to the terms of the Purchase Agreement and/or the Offering Circular has executed a copy of the Registration Rights Agreement (as defined in the Purchase Agreement) and delivered the same to the Purchasers (as defined in the Purchase Agreement). 5. One or more Opinions of Counsel (as defined in the Indenture) have been delivered to the Trustee to the effect that the Notation of Guarantee and the Supplemental Indenture have been duly executed and delivered by each of the parties listed on Schedule I to the Pledge and Escrow Agreement and is a valid and binding agreement of each of them, enforceable in accordance with its terms, all subject to customary and reasonable assumptions and in form and substance satisfactory to the Trustee. B-1 Unless otherwise indicated, capitalized terms used herein without definition shall have the meanings attributed to them in the Pledge and Escrow Agreement. The Company hereby requests the Trustee (a) to direct the Special Escrow Agent to release the funds held by it in the Special Escrow Account and transfer them as hereinafter provided, and (b) to terminate its pledge and assignment of, and security interest in, the Collateral under the Pledge and Escrow Agreement in accordance with Section 3.3 thereof. The funds on deposit in the Special Escrow Account should be sent by wire transfer of immediately available funds to the following account[s]: [insert bank name, account name, account number, ABA number, and name and phone number of contact person]. By:_________________________________ Name: Title: B-2 EXHIBIT C [Form of Termination of Security Interest] [To be Typed on Trustee's Letterhead] Date: _______, 2001 VIA FACSIMILE AND FEDERAL EXPRESS --------------------------------- AmerisourceBergen Corporation 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania 19087-5594 Attention: Chief Financial Officer Facsimilie number: (610) 727-7000 Telephone number: (610) 727-3600 and Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 3800 San Francisco, California 94111 Attention: James Nagy Facsimile number: (415) 954-2371 Telephone number: (415) 954-2367 Re: Termination of Security Interest -------------------------------- Ladies and Gentlemen: Reference is hereby made to that certain Senior Note Pledge and Escrow Agreement dated as of August 14, 2001 by and among AmerisourceBergen Corporation (the "Company"), a Delaware corporation, AmeriSource Health ------- Corporation, a Delaware corporation and Bergen Brunswig Corporation, a New Jersey corporation, Chase Manhattan Bank and Trust Company, National Association, as Trustee, and, Chase Manhattan Bank and Trust Company, National Association, as Special Escrow Agent (as amended, supplemented or modified from time to time in accordance with the terms thereof, the "Pledge and Escrow ----------------- Agreement"). --------- By its signature below, the Trustee hereby terminates and releases its pledge and assignment of, and security interest in, all of the Collateral under the Pledge and Escrow Agreement, the cash proceeds of which have been delivered to the Company or its order on the date hereof. C-1 Very truly yours, Chase Manhattan Bank and Trust Company, National Association, as Trustee By:_____________________________________ Name: Title: SCHEDULE I BBC Packaging Corporation Bergen Brunswig Corporation Bergen Brunswig Drug Company Brownstone Pharmacy, Inc. Capstone Pharmacy of Delaware, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Dunnington Rx Services of Rhode Island, Inc. Durr-Fillauer Medical, Inc. Family Center Pharmacy, Inc. Goot Nursing Home Pharmacy, Inc. Green Barn, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Medidyne Corp. Medical Initiatives, Inc. Medi-Mail, Inc. MedNet, MPC Corp. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America-Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Southwest Pharmacies, Inc. Tmesys, Inc. The Lash Group, Inc. AmeriSource Corporation AmeriSource Health Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Sales Corporation C.D. Smith Healthcare, Inc. General Drug Company Health Services Capital Corporation James Brudnick Company, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd. EX-12 6 dex12.txt COMPUTATION OF RATIO Exhibit 12 AMERISOURCEBERGEN CORPORATION CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) (in thousands, except ratios)
Nine Months Year Ended Ended September 30, 2000 June 30, 2001 ------------------ ------------- Determination of earnings: Income from continuing operations before taxes and distributions on preferred securities of subsidiary trust $262,263 $322,807 Adjustments: Interest expense 158,157 126,767 Estimated interest portion of rent expense 19,521 14,515 -------------- ---------------- Total earnings as defined $439,941 $464,089 ============== ================ Fixed charges: Interest expense and distributions on preferred securities of subsidiary trust (2) $183,853 $145,487 Estimated interest portion of rent expense 19,521 14,515 -------------- ---------------- Total fixed charges $203,374 $160,002 ============== ================ Ratio of earnings to fixed charges 2.2 2.9 ============== ================
(1) The ratios of earnings to fixed charges for AmerisourceBergen were calculated using summary unaudited pro forma consolidated statement of operations data for the year ended September 30, 2000, and nine months ended June 30, 2001. The summary unaudited pro forma consolidated statement of operations data used in the calculations were prepared under the purchase method of accounting as if the merger between AmeriSource and Bergen and the related financing transactions had been completed on October 1, 1999. We have included this information only for purposes of illustration, and it does not necessarily indicate what the ratios of earnings to fixed charges would have been if the merger and the related financing transactions had been completed on October 1, 1999. Moreover, this information does not necessarily indicate what the future ratios of earnings to fixed charges will be. You should read this exhibit in conjuction with the "AmerisourceBergen Corporation Unaudited Pro Forma Consolidated Condensed Financial Information" included herein. (2) For financial statement purposes, interest expense includes income earned on temporary investment of excess funds and amortization of deferred financing fees. EX-23.1 7 dex231.txt CONSENT OF INDEPENDENT AUDITORS Consent of Ernst & Young LLP, Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4, No. 333-_____) and related Prospectus of AmerisourceBergen Corporation for the registration of $500,000,000 of its 8 1/8% Senior Notes and to the incorporation by reference therein of: our report dated May 21, 2001, with respect to the consolidated balance sheet of AmerisourceBergen Corporation as of March 31, 2001 included in its Registration Statement on Form S-4 (No. 333-61440), filed with the Securities and Exchange Commission; and our report dated November 2, 2000 (except for Note 14, as to which the date is December 18, 2000), with respect to the consolidated financial statements and schedules of AmeriSource Health Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania October 15, 2001 EX-23.2 8 dex232.txt INDEPENDENT AUDITORS' CONSENT INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of AmerisourceBergen Corporation on Form S-4 of our reports dated November 1, 2000 (December 20, 2000 as to Note 17) appearing in the Annual Report on Form 10-K of Bergen Brunswig Corporation for the year ended September 30, 2000 and to the reference to us under the headings "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Costa Mesa, California October 17, 2001 EX-25.1 9 dex251.txt FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee _______________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)____ _______________________ CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (I.R.S. Employer Identification No.) 101 California Street, San Francisco, California (Address of principal executive offices) 94111 (Zip Code) -------------------------------------------------------------------------------- AmerisourceBergen Corporation (Exact name of Obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 23-3079390 (I.R.S. Employer Identification No.) 1300 Morris Drive, Suite 100 Chesterbrook, Pennsylvania (Address of principal executive offices) 19087-5594 (Zip Code) 8-1/8% Senior Notes due September 1, 2008 (Title of Indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. Item 4. Trusteeships under Other Indentures (a) None Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Chase Manhattan Bank and Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 12th day of July 2001. CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION By /s/ James Nagy ------------------------ Assistant Vice President Exhibit 7. Report of Condition of the Trustee. --------------------------------------------------------------------------------------------------------- Consolidated Report of Condition of Chase Manhattan Bank and Trust Company, N.A --------------------------------------------------------------------- (Legal Title) Located at 1800 Century Park East, Ste. 400 Los Angeles, CA 90067 ---------------------------------------------------------------------------------------------- (Street) (City) (State) (Zip) as of close of business on March 31, 2001 -------------------- ========================================================================================================= ========================================================================================================= ASSETS DOLLAR AMOUNTS IN THOUSANDS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 2,438 b. Interest bearing balances (2) 0 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 0 b. Available-for-sale securities (from Schedule RC-B, column D) 671 3. Federal Funds sold and securities purchased agreements to resell 60,850 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 0 b. Loans and leases, net of unearned income 471 c. LESS: Allowance for loan and lease losses 0 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 471 5. Trading assets (from Schedule RC-D) N/A 6. Premises and fixed assets (including capitalized leases) 217 7. Other real estate owned (from Schedule RC-M) 0 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 0 9. Customers' liability to this bank on acceptances outstanding 0 10. Intangible assets a. Goodwill 21 b. Other intangible assets (from Schedule RC-M) 560 11. Other assets (from Schedule RC-F) 2,460 12. TOTAL ASSETS (sum of items 1 through 11) 67,688
________ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 5 LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 33,383 (1) Noninterest-bearing (1) 10,919 (2) Interest-bearing 22,464 b. In foreign offices, Edge and Agreement subsidiaries, and IBF' (1) Noninterest-bearing N/A (2) Interest-bearing N/A 14. Federal funds purchased and securities sold under agreements to repurchase 0 15. Trading liabilities (from Schedule RC-D) 0 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): 0 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 0 19. Subordinated notes and debentures (2) 0 20. Other liabilities (from Schedule RC-G) 6,303 21. Total liabilities (sum of items 13 through 20) 39,686 22. Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 0 24. Common stock 600 25. Surplus (exclude all surplus related to preferred stock) 13,169 26. a. Retained earnings 14,233 b. Accumulated other comprehensive income (3) 0 27. Other equity capital components (4) 0 28. Total equity capital (sum of items 23 through 27) 28,002 Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 67,688 Memorandum To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2000 2
_________ (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 6 EX-99.1 10 dex991.txt LETTER OF TRANSMITTAL THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE. AMERISOURCEBERGEN CORPORATION. LETTER OF TRANSMITTAL 8 1/8% SENIOR NOTES DUE 2008 TO: THE CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION THE EXCHANGE AGENT By Registered or Certified Mail, Hand Delivery or By Facsimile: Overnight Courier : (214) 468-6494 Chase Manhattan Bank and Trust Company, National Attention: Mr. Frank Ivins [Confidential] Association c/o The Chase Manhattan Bank Corporate Trust Services Confirm by Telephone: 2001 Bryan Street, 9/th/ Floor (214) 468-6464 Dallas, Texas 75202 Attention: Mr. Frank Ivins [Confidential]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CARE- FULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR EXISTING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. The undersigned acknowledges receipt of the Prospectus dated ____________, 2001 (the "Prospectus") of AmerisourceBergen Corporation (the "Company") and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's Offer to Exchange (the "Exchange Offer") $500,000,000 principal amount of its 8 1/8% Senior Notes due 2008 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 8 1/8% Senior Notes due 2008 (the "Existing Notes"), of which $500,000,000 principal amount is outstanding, upon the terms and conditions set forth in the Prospectus and this Letter of Transmittal. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus. For each Existing Note accepted for exchange, the holder of such Existing Note will receive an Exchange Note having a principal amount equal to that of the surrendered Existing Note. Interest on the Exchange Notes will accrue from the last interest payment date on which interest was paid on the Existing Notes surrendered in exchange therefor. Holders of Existing Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on the Existing Notes. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify holders of the Existing Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. This Letter of Transmittal is to be used by Holders if: (i) certificates representing Existing Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Existing Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures set forth in the Prospectus under "The Exchange Offer -- Procedures for Tendering Existing Notes" by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Existing Notes or (iii) tender of Existing Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures." DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The term "Holder" with respect to the Exchange Offer means any person: (i) in whose name Existing Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder, or (ii) whose Existing Notes are held of record by DTC (or its nominee) who desires to deliver such Existing Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders of Existing Notes that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send an Agent's Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery or Agent's Message relating thereto as described herein under Instruction 1, "Guaranteed Delivery Procedures." The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 11 herein. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR EXISTING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW
------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF 8 1/8% SENIOR NOTES DUE 2008 (EXISTING NOTES) ------------------------------------------------------------------------------------------------------------------ Aggregate Principal Amount Principal Amount Name(s) and Address(es) of Registered Holder(s) Certificate Represented by Tendered (If Less (Please fill in, if blank) Number(s)/*/ Certificate(s) Than All)/**/ ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ * Need not be completed by Holders tendering by book-entry transfer. ** Unless indicated in the column labeled "Principal Amount Tendered," any tendering Holder of Existing Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled "Aggregate Principal Amount Represented by Certificate(s)." If the space provided above is inadequate, list the certificate numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal. ------------------------------------------------------------------------------------------------------------------
The minimum permitted tender is $1,000 in principal amount of Existing Notes. All other tenders must be integral multiples of $1,000. --------------------------------------------------------------------- -------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5, and 6) (See Instructions 1, 5, 6 and 7) To be completed ONLY if certificates for Exchange Notes issued in To be completed ONLY if certificates for Existing Notes exchange for Existing Notes accepted for exchange, or Existing Notes in a principal amount not tendered or not accepted for not tendered or not accepted for exchange, are to be issued in the exchange, are to be sent to someone other than the name of someone other than the undersigned or, if such Existing undersigned, or to the undersigned at an address other than Notes are being tendered by book-entry transfer, to someone other that shown above. than DTC or to another account maintained by DTC. Issue certificate(s) to: Mail certificate(s) to: Name _______________________________________________________ Name _______________________________________________________ Address ____________________________________________________ Address ____________________________________________________ ____________________________________________________ ____________________________________________________ (Include Zip Code) (Include Zip Code) ____________________________________________________ ____________________________________________________ (Taxpayer Identification or Social Security No.) (Taxpayer Identification or Social Security No.) DTC Acct. No. ______________________________________________ --------------------------------------------------------------------- --------------------------------------------------------------
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ___________________________________________ DTC Book-Entry Account No. _____________ Transaction Code No. ___________ [_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) _________________________________________ Window Ticket Number (if any) ___________________________________________ Date of Execution of Notice of Guaranteed Delivery ______________________ IF DELIVERED BY BOOK-ENTRY TRANSFER, PLEASE COMPLETE THE FOLLOWING: Account Number _________________ Transaction Code Number __________________ [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. Name: _______________________________________________________________ Address: ____________________________________________________________ Ladies and Gentlemen: Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Existing Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Existing Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Existing Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Existing Notes and Exchange Notes) with respect to the tendered Existing Notes with full power of substitution to (i) deliver certificates for such Existing Notes to the Company, or transfer ownership of such Existing Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company and (ii) present such Existing Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Existing Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Existing Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such Exchange Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the "SEC") that the Exchange Notes issued in exchange for the Existing Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such Exchange Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker- dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Existing Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer -- Withdrawal Rights" section of the Prospectus. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Existing Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Existing Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Existing Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at such different address as may be indicated under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. The undersigned understands that tenders of Existing Notes pursuant to the procedures described under the caption "The Exchange Offer -- Procedures for Tendering Existing Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Issuance Instructions," please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of the undersigned (or in either such event in the case of the Existing Notes tendered through DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and any certificates for Existing Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Existing Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Existing Notes so tendered. Holders of Existing Notes who wish to tender their Existing Notes and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver their Existing Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Existing Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 1 regarding the completion of the Letter of Transmittal printed below. SIGNATURE PAGE PLEASE SIGN HERE WHETHER OR NOT EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY X ___________________________________________________ ________________, 2001 Date X ___________________________________________________ ________________, 2001 Signature(s) of Registered Holder(s) Date or Authorized Signatory Area Code and Telephone Number: _____________________ The above lines must be signed by the registered Holder(s) of Existing Notes as their name(s) appear(s) on the Existing Notes or, if the Existing Notes are tendered by a participant in DTC, as such participant's name appears on a security position listing as the owner of Existing Notes, or by a person or persons authorized to become registered Holder(s) by a properly completed bond power from the registered Holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Existing Notes to which this Letter of Transmittal relates are held of record by two or more joint Holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority to act. See Instruction 4 regarding the completion of this Letter of Transmittal printed below. Name(s): _____________________________________________________________________ (Please Print) Capacity: ____________________________________________________________________ (Title) Address: _____________________________________________________________________ (Include Zip Code) Signature(s) Guaranteed by an Eligible Institution (if required by Instruction 4): ___________________________________________________ (Authorized Signature) ___________________________________________________ (Title) ___________________________________________________ (Name of Firm) Dated: _______________, 2001 INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by Holders, either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Existing Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of the addresses set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Existing Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for Existing Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Existing Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery), substantially in the form provided by the Company, setting forth the name and address of the Holder of Existing Notes and the amount of Existing Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Existing Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Existing Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within five NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF EXISTING NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. See "The Exchange Offer" section in the Prospectus. 2. Tender by Holder. Only a Holder of Existing Notes may tender such Existing Notes in the Exchange Offer. Any beneficial holder of Existing Notes who is not the registered Holder and who wishes to tender should arrange with the registered Holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Existing Notes, either make appropriate arrangements to register ownership of the Existing Notes in such holder's name or obtain a properly completed bond power from the registered Holder. 3. Partial Tenders. Tenders of Existing Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Existing Notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the box entitled "Description of 8 1/8% Senior Notes due 2008 (Existing Notes)" above. The entire principal amount of Existing Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of a Holder's Existing Notes is not tendered, then Existing Notes for the principal amount of Existing Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Existing Notes accepted for exchange will be sent to the Holder at his or her registered address (unless a different address is provided in the appropriate box on this Letter of Transmittal) promptly after the Existing Notes are accepted for exchange. 4. Signatures on this Letter of Transmittal; Endorsements and Powers of Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder of the Existing Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If any tendered Existing Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Existing Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. When this Letter of Transmittal is signed by the registered Holder(s) of the Existing Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any Existing Notes not tendered or not accepted for exchange are to be reissued, to a person or persons other than the registered Holder(s), then endorsements of any certificate(s) transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers or powers of attorney, in each case signed exactly as the name or names on the registered Holder(s) appear(s) on the certificate(s) and signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates, bond powers or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. Endorsements on certificates for Existing Notes or signatures on bond powers or powers of attorney required by this Instruction 4 must be guaranteed by a firm which is a participant in a recognized signature guarantee medallion program (an "Eligible Institution"). Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Existing Notes are tendered (i) by a registered Holder of Existing Notes (which term, for purposes of the Exchange Offer, includes any DTC participant whose name appears on a security position listing as the Holder of such Existing Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution. 5. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Existing Notes not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of a tender of Existing Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders tendering Existing Notes by book-entry transfer may request that Exchange Notes issued in exchange for Existing Notes accepted for exchange or Existing Notes not tendered or accepted for exchange be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Exchange Notes or Existing Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal. 6. Tax Identification Number. Federal income tax law requires that a Holder whose Existing Notes are accepted for exchange must provide the Company (as payer) with his, her or its correct Taxpayer Identification Number ("TIN"), which, in the case of an exchanging Holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN or an adequate basis for exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to the Exchange Notes or Exchange Offer may be subject to backup withholding at a 31% rate. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." To prevent backup withholding, each exchanging Holder must provide his, her or its correct TIN by completing the Substitute Form W-9 included below in this Letter of Transmittal, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that the Holder is exempt from backup withholding because (i) the Holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the Holder that he, she or it is no longer subject to backup withholding. In order to satisfy the Company that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Existing Notes are in more than one name or are not in the name of the actual owner, consult the substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Company within 60 days, backup withholding may begin and continue until you furnish your TIN to the Company. 7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Existing Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Existing Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person(s) other than the registered Holder(s) of the Existing Notes tendered hereby, or if tendered Existing Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Existing Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder(s) or on any other person(s)) will be payable by the tendering Holder(s). If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s). Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Existing Notes listed in this Letter of Transmittal. 8. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify conditions to the Exchange Offer in the case of any Existing Notes tendered (and to refuse to do so). 9. No Conditional Transfers. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Existing Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Existing Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes, nor shall any of them incur any liability for failure to give any such notice. 10. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any tendering Holder whose Existing Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at one of the addresses indicated herein for further instructions. 11. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery or the "Guidelines for Certification of Taxpayer Identification Number" on Substitute Form W-9 may be directed to the Exchange Agent at one of the addresses specified in the Prospectus. (DO NOT WRITE IN THE SPACE BELOW) Account Number: ___________________ Transaction Code Number: ___________________
Certificate Existing Existing Surrendered Notes Tendered Notes Accepted ----------- -------------- -------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- -------------------------
Delivery Prepared by: __________________________________________________________ Checked by: ____________________________________________________________________ Date: __________________________________________________________________________ PAYER'S NAME: AMERISOURCEBERGEN CORPORATION ------------------------------------------------------------------------------------------------------------ SUBSTITUTE Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.) FORM W-9 Department of the --------------------------------------------------------------------------------- Treasury Internal Address ________________________________________________________________ Revenue Service Payer's City, state and ZIP code _______________________________________________ Request for TIN List account number(s) here (optional) _________________________________ --------------------------------------------------------------------------------- Part 1 PLEASE PROVIDE YOUR TAXPAYER Social Security number IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. or TIN _____________________ --------------------------------------------------------------------------------- Part 2 Check the box if you are not subject to backup withholding under the provisions of section 3408(a)(1)(c) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. [_] --------------------------------------------------------------------------------- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, Part 3 I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. AWAITING TIN [_] Signature __________________ Date _____________ ------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. EX-99.2 11 dex992.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR 8 1/8% SENIOR NOTES DUE 2008 OF AMERISOURCEBERGEN CORPORATION As set forth in the Prospectus dated ___________, 2001 (the "Prospectus") of AmerisourceBergen Corporation (the "Company") and in the accompanying Letter of Transmittal (the "Letter of Transmittal"), this form or one substantially equivalent hereto must be used to accept the Company's offer to exchange (the "Exchange Offer") all of its outstanding 8 1/8% Senior Notes due 2008 (the "Existing Notes") for its 8 1/8% Senior Notes due 2008 which have been registered under the Securities Act of 1933, as amended, if certificates for the Existing Notes are not immediately available or if the Existing Notes, the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as defined below). This form may be delivered by an Eligible Institution by hand or transmitted by facsimile transmission, overnight courier or mail to the Exchange Agent as set forth below. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____________, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE. To: Chase Manhattan Bank and Trust Company, National Association The Exchange Agent By Registered or Certified Mail, by Hand or Overnight Courier: By Facsimile: Chase Manhattan Bank and Trust Company, National Association (214) 468-6464 c/o The Chase Manhattan Bank Attention: Mr. Frank Ivins [Confidential] Corporate Trust Services 2001 Bryan Street, 9/th/ Floor Confirm by Telephone Dallas, Texas 75202 (214) 468-6464 Attention: Mr. Frank Ivins [Confidential]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal to be used to tender Existing Notes is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the space provided therefor in the Letter of Transmittal. The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, ________________________ (fill in number of Existing Notes) Existing Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 of the Letter of Transmittal. The undersigned understands that tenders of Existing Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Existing Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Notes (if available): Name(s) of Record Holder(s): __________________________________________________ ___________________________________________ __________________________________________________ ___________________________________________ Principal Amount of Exiting Notes: PLEASE PRINT OR TYPE __________________________________________________ Address: ___________________________________________ ___________________________________________ If Existing Notes will be delivered by book-entry transfer at the Depositor Trust Company, Depository Account No.: __________________________________________________ Area code and Tel. No._____________________ Signature(s): ___________________________________________ ___________________________________________ Dated:______________________________ , 2001
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Existing Notes exactly as its (their) name(s) appear(s) on the certificate(s) for Existing Notes covered hereby or on a DTC security position listing naming it (them) as the owner of such Existing Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person(s) must provide the following information: PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES) Name(s):________________________________________________________________________ Capacity(ies):__________________________________________________________________ Address(es):____________________________________________________________________ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents that the tender of Existing Notes effected hereby complies with Rule l4e-4 under the Exchange Act and (b) guarantees to deliver to the Exchange Agent a certificate or certificates representing the Existing Notes tendered hereby, in proper form for transfer (or a confirmation of the book-entry transfer of such Existing Notes into the Exchange Agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus), and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) together with any required signatures and any other required documents, at one of the Exchange Agent's addresses set forth above, within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED. Name of Firm:_______________________________ ________________________________ Authorized Signature Address:____________________________________ Name:___________________________ Zip Code Please Print or Type Area Code and Tel. No.:_______________________________ Date: ______________________, 2001 NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE. EX-99.3 12 dex993.txt LETTER TO HOLDERS TO HOLDERS OF 8 1/8% SENIOR NOTES DUE 2008 AmerisourceBergen Corporation is offering to exchange (the "Exchange Offer") up to $500,000,000 of its newly registered 8 1/8% Senior Notes due 2008 ("New Notes") for its outstanding 8 1/8% Senior Notes due 2008 ("Existing Notes"). Briefly, you may either: a. Tender all or some of your Existing Notes, along with a completed and executed Letter of Transmittal, and receive registered New Notes in exchange; or b. Retain your Existing Notes. All tendered Existing Notes must be received on or prior to ___________, 2001 at 5:00 p.m., New York City Time, (the "Expiration Date"), as shown in the accompanying Prospectus. Please review the enclosed Letter of Transmittal and Prospectus carefully. If you have any questions on the terms of the Exchange Offer or questions regarding the appropriate procedures for tendering your Existing Notes and the Letter of Transmittal, please call [(214)468-6464] or write The Chase Manhattan Bank and Trust Company, National Association c/o The Chase Manhattan Bank, Corporate Trust Services, 2001 Bryan Street, 9th Floor, Dallas, TX 75202, Attention: Mr. Frank Ivins. EX-99.4 13 dex994.txt BROKER, DEALER LETTER AmerisourceBergen Corporation Offer for all Outstanding 8 1/8% Senior Notes Due 2008 in Exchange for 8 1/8% Senior Notes Due 2008 which Have Been Registered Under the Securities Act of 1933, As Amended To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. AmerisourceBergen Corporation (the "Company") is offering upon and subject to the terms and conditions set forth in the Prospectus, dated ___________, 2001 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 8 1/8% Senior Notes Due 2008 which have been registered under the Securities Act of 1933, as amended, for its outstanding 8 1/8% Senior Notes Due 2008 (the "Existing Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated August 14, 2001, by and among the Company, the Guarantors as defined in the Registration Rights Agreement, Credit Suisse First Boston Corporation, Banc of America Securities LLC and J.P. Morgan Securities Inc. We are requesting that you contact your clients for whom you hold Existing Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Existing Notes registered in your name or in the name of your nominee, or who hold Existing Notes registered in their own names, we are enclosing the following documents: 1. Prospectus dated ______________, 2001, 2. The Letter of Transmittal for your use and for the information of your clients, 3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Existing Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis, 4. A form of letter which may be sent to your clients for whose account you hold Existing Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer, and 5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time on ____________, 2001, unless extended by the Company (the "Expiration Date"). Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Existing Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus. If holders of Existing Notes wish to tender, but it is impracticable for them to forward their certificates for Existing Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures." The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Existing Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Existing Notes pursuant to the Exchange Offer, except as set forth in Instruction 7 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Chase Manhattan Bank and Trust Company, National Association, the Exchange Agent for the Existing Notes, at its address and telephone number set forth on the front of the Letter of Transmittal. Very truly yours, AmerisourceBergen Corporation NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. Enclosures 2 EX-99.5 14 dex995.txt CLIENT LETTER Offer for all Outstanding 8 1/8% Senior Notes due 2008 in Exchange for 8 1/8% Senior Notes due 2008 AmerisourceBergen Corporation which Have Been Registered Under the Securities Act of 1933, As Amended To Our Clients: Enclosed for your consideration is a Prospectus, dated _________, 2001 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of AmerisourceBergen Corporation (the "Company") to exchange its 8 1/8% Senior Notes Due 2008, which have been registered under the Securities Act of 1933, as amended (the "New Notes"), for its outstanding 8 1/8% Senior Notes Due 2008 (the "Existing Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated August 14, 2001, by and among the Company, the Guarantors as defined in the Registration Rights Agreement, Credit Suisse First Boston Corporation, Banc of America Securities LLC and J.P. Morgan Securities Inc. This material is being forwarded to you as the beneficial owner of the Existing Notes carried by us in your account but not registered in your name. A tender of such Existing Notes may only be made by us as the holder of record and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to tender on your behalf the Existing Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Existing Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on ____________, 2001, unless extended by the Company (the "Expiration Date"). Any Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Your attention is directed to the following: 1. The Exchange Offer is for any and all Existing Notes. 2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer - Conditions of the Exchange Offer". 3. Any transfer taxes incident to the transfer of Existing Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal. 4. The Exchange Offer expires at 5:00 p.m., New York City time, on _________, 2001, unless extended by the Company. If you wish to have us tender your Existing Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Existing Notes. INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by AmerisourceBergen Corporation with respect to its Existing Notes. This will instruct you to tender the Existing Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal. Please tender the Existing Notes held by you for any account as indicated below: Aggregate Principal Amount of Existing Notes -------------------------------------------- 8 1/8% Senior Notes Due 2008 . . . . . . [_] Please do not tender any Existing Notes held by you for my account. Dated:___________________, 2001 _______________________________________________ Signature(s) _______________________________________________ _______________________________________________ Please print name(s) here _______________________________________________ _______________________________________________ Address(es) _______________________________________________ Area Code and Telephone Number _______________________________________________ Tax Identification or Social Security Number(s) None of the Existing Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless specific contrary instructions are given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Existing Notes held by us for your account. EX-99.6 15 dex996.txt W-9 GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
---------------------------------------------------------------- --------------------------------------------------------------- Give the Give the For this type of account: SOCIAL For this type of account: EMPLOYER SECURITY IDENTIFICATION number of-- number of-- ---------------------------------------------------------------- --------------------------------------------------------------- 1. An individual's account The individual 9. A valid trust, estate or The legal entity pension trust (Do not furnish the 2. Two or more individuals The actual owner of the identifying number of the (joint account) account or, if combined personal representative or funds, any one of the trustee unless the legal individuals (1) entity itself is not designated in the account 3. Husband and wife The actual owner of the title.) (5) (joint account) account or, if joint funds, either person (1) 10. Corporate account The corporation 4. Custodian account of a The minor (2) minor (Uniform Gift to 11. Religious, charitable, or The organization Minors Act) educational organization account 5. Adult and minor (joint The adult or, if the minor account) is the only contributor, the 12. Partnership account held in The partnership minor (1) the name of the business 6. Account in the name of The ward, minor or 13. Association, club or other The organization guardian or committee for a incompetent person (3) tax-exempt organization designated ward, minor or incompetent person 14. A broker or registered The broker or nominee nominee 7. a. The usual revocable The grantor-trustee (1) savings trust account 15. Account with the The public entity (grantor is also trustee) Department of Agriculture in the name of a public b. So-called trust account The actual owner (1) entity (such as a state or that is not a legal or local government, school valid trust under state district, or prison) that law receives agricultural program payments 8. Sole proprietorship account The Owner (4) ---------------------------------------------------------------- ---------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.