8-A12G 1 AMERISOURCE FORM 8-A PURSUANT TO SECTION 12(G) 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- AMERISOURCE DISTRIBUTION CORPORATION* (Exact name of registrant as specified in its charter) Delaware 23-2546940 (State of incorporation or organization) (I.R.S. employer identification no.) 300 Chester Field Parkway Malvern, Pennsylvania 19355 (Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ None None
Securities to be registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $0.01 per share (title of class) --------------- *The Registrant intends to change its name to "AmeriSource Health Corporation." ================================================================================ Page 1 of 3 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is hereby made to Amendment No. 1 to the Registrant's Registration Statement on Form S-2 (File No. 33-57513) (the "Form S-2 Registration Statement"), as filed on March 8, 1995, and particularly to the sections thereof entitled "Description of Capital Stock" and "Shares Eligible For Future Sale." Such Amendment No. 1 to the Form S-2 Registration Statement, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, is incorporated herein by reference. A copy of the pertinent pages of such Amendment No. 1 to the Form S-2 Registration Statement is attached hereto as Annex 1. ITEM 2. EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------- ----------- 1. Form of the share certificate for the Registrant's Class A Common Stock. 2.1 Indenture, dated as of May 30, 1986, between AmeriSource Corporation ("AmeriSource") and Bankers Trust Company, as trustee relating to the 6-1/4% Convertible Subordinated Debentures due 2001 of AmeriSource (the "Convertible Debentures") including the form of Convertible Debenture (incorporated by reference to Exhibit 4 to AmeriSource's Current Report, dated July 1, 1986, on Form 8-K). 2.2 First Supplemental Indenture, dated as of October 31, 1989, to Indenture, dated as of May 30, 1986 (incorporated by reference to Exhibit 4.23 to the Registrant's and AmeriSource's Annual Report on Form 10-K for the fiscal year ended September 30, 1989). 2.3 Second Supplemental Indenture, dated as of October 31, 1989, to Indenture, dated as of May 30, 1986 (incorporated by reference to Exhibit 4.24 to the Registrant's and AmeriSource's Annual Report on Form 10-K for the fiscal year ended September 30, 1989). 2.4 Indenture dated July 15, 1993 between the Registrant and Security Trust Company, N.A., as trustee relating to the 11-1/4% Senior Debentures due 2005 (the "Senior Debentures") of the Registrant including the form of the Senior Debentures (incorporated by reference to Exhibit 4 to the Registrant's and AmeriSource's Form 10-Q for the quarter ended June 30, 1993). 2.5 Amended and Restated Credit Agreement, dated as of December 13, 1994 among AmeriSource, General Electric Capital Corporation individually and as agent, Bankers Trust Company, as co-agent, and the banks and other financial institutions named therein (incorporated by reference to Exhibit 4.10 to the Registrant's and AmeriSource's Form 10-K for the year ended September 30, 1994). 2.6 First Amendment, dated February 10, 1995, to the Amended and Restated Credit Agreement among AmeriSource, General Electric Capital Corporation individually and as agent, Bankers Trust Company, as co-agent, and the banks and other financial institutions named therein. 2.7 Receivables Purchase Agreement, dated as of December 13, 1994 (the "Credit Agreement") between AmeriSource, as Seller and AmeriSource Receivables Corporation, as Purchaser (incorporated by reference to Exhibit 4.11 to the Registrant's and AmeriSource's Form 10-K for the year ended September 30, 1994). 2.8 AmeriSource Receivables Master Trust Pooling and Servicing Agreement, dated as of December 13, 1994 among AmeriSource Receivables Corporation, as transferor, AmeriSource, as the initial Servicer, and Manufacturers and Traders Trust Company, as Trustee (incorporated by reference to Exhibit 4.12 to the Registrant's and AmeriSource's Form 10-K for the year ended September 30, 1994). 2.9 Revolving Certificate Purchase Agreement, dated as of December 13, 1994 among AmeriSource Receivables Corporation, AmeriSource, The Revolving Purchasers and Bankers Trust Company, as Agent and Revolving Purchaser (incorporated by reference to Exhibit 4.13 to the Registrant's and AmeriSource's Form 10-K for the year ended September 30, 1994). 2.10 Series 1994-1 Supplement to Pooling and Servicing Agreement, dated as of December 13, 1994 among AmeriSource Receivables Corporation, as transferor, AmeriSource, as initial Servicer, and Manufacturers and Traders Trust Company, as Trustee (incorporated by reference to Exhibit 4.14 to the Registrant's and AmeriSource's Form 10-K for the year ended September 30, 1994). Page 2 of 3 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. AMERISOURCE DISTRIBUTION CORPORATION Date: March 23, 1995 By: /s/ Teresa T. Ciccotelli ------------------------------- Teresa T. Ciccotelli Vice President, Legal Counsel Page 3 of 3 4 ANNEX 1 DESCRIPTION OF CAPITAL STOCK The following statements are brief summaries of certain provisions relating to the Company's capital stock and are qualified in their entirety by the provisions of the Company's Certificate of Incorporation, as amended. The Company's Certificate of Incorporation, as amended, is an exhibit to the Registration Statement of which this Prospectus is a part. COMMON STOCK The currently authorized Common Stock of the Company consists of 50,000,000 shares of Class A Common Stock, 15,000,000 shares of Class B Common Stock and 2,000,000 shares of Class C Common Stock. As of December 31, 1994, without giving effect to the 2.95-for-1 stock split and the Option Exercises, 238,262 shares of Class A Common Stock, 3,854,163 shares of Class B Common Stock and 500,000 shares of Class C Common Stock were issued and outstanding. As of December 31, 1994, after giving effect to the 2.95-for-1 stock split and the Option Exercises, 3,106,307 shares of Class A Common Stock, 10,030,886 shares of Class B Common Stock and 1,475,000 shares of Class C Common Stock would have been issued and outstanding. Upon completion of the Offering, the Company will have 21,212,193 shares of Common Stock outstanding (22,202,193 shares if the over-allotment option is exercised). Class A Common Stock is referred to elsewhere in this Prospectus as "Common Stock." There is no established public trading market for the Class A Common Stock and Class B Common Stock. As of December 31, 1994, the Class A Common Stock was held by 24 holders of record, and the Class B Common Stock was held by 11 holders of record. As of September 30, 1994, the Class C Common Stock was held by approximately 12 holders of record. The Class C Common Stock trades on a limited basis in the over-the-counter market. Information concerning the historical trading prices for Class C Common Stock is not published by nationally-recognized independent sources. Contemporaneously with and subject to the completion of the Offering made hereby, all outstanding shares of Common Stock and all options to acquire shares of the Company's Common Stock will be adjusted for a 2.95-for-1 stock split. No fractional shares of Common Stock will be issued in connection with the stock split. Each holder of Common Stock will receive a cash payment in lieu of a fractional share to which such holder would otherwise be entitled pursuant to the stock split in the amount of the value of the fractional share at the offering price to the public. Class A Common Stock. Holders of Class A Common Stock are entitled to one vote per share on all matters on which holders of Class A Common Stock are entitled to vote and have no cumulative voting rights. Holders of Class A Common Stock do not have the preemptive right to subscribe for shares of Class A Common Stock issued by the Company, nor do they have any redemption rights. Holders of Class A Common Stock may elect at any time to convert any and all such shares into Class B Common Stock, on a share-for-share basis. Holders of Class A Common Stock are entitled to receive such dividends, if any, as may from time to time be declared by the Board of Directors of the Company out of funds legally available therefor. The Credit Agreement contains limitations on the Company's ability to pay dividends to its stockholders. See "Dividend Policy." Upon liquidation, dissolution or winding up of the Company, holders of Class A Common Stock are entitled to a pro rata share of the distribution of assets remaining after the payment of debts and expenses and after payment of the liquidation preference accorded to the holders of any preferred stock of the Company which may be issued in the future. Each share of Class A Common Stock has the same rights, privileges and preferences as every other share of Class A Common Stock. Shares of the Class A Common Stock to be issued pursuant to the Offering, when issued and paid for, will be fully paid and nonassessable. The transfer agent and registrar for the Class A Common Stock is Mellon Securities Trust Company. Class B Common Stock. The rights of holders of Class B Common Stock and holders of Class A Common Stock are identical and entitle the holders thereof to the same rights, privileges, benefits and notices, except as otherwise described herein. Holders of Class B Common Stock generally do not possess the right to vote on any matters to be voted upon by the stockholders of the Company, except as provided by law. Under 1 5 Section 242(b)(2) of the Delaware General Corporation Law, the holders of the Class B Common Stock shall be entitled to vote as a class upon any proposed amendment to the Company's Certificate of Incorporation, if such amendment would increase or decrease the number of shares or the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Holders of Class B Common Stock may elect at any time to convert any and all of such shares into Class A Common Stock, on a share-for-share basis, to the extent the holder thereof is not prohibited from owning additional voting securities by virtue of regulatory restrictions. Class C Common Stock. The rights of holders of Class C Common Stock and holders of Class A Common Stock are identical and entitle the holders thereof to the same rights, privileges, benefits and notices, except as otherwise described herein. Holders of Class C Common stock generally do not possess the right to vote on any matters to be voted upon by the stockholders of the Company, except as provided by law. Under Section 242(b)(2), of the Delaware General Corporation Law, the holders of the Class C Common Stock shall be entitled to vote as a class upon any proposed amendment to the Company's Certificate of Incorporation if such amendment would increase or decrease the number of shares or the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. The Class C Common Stock is subject to substantial restrictions on transfer and has certain registration and "take-along" rights. A share of Class C Common Stock will automatically be converted into a share of Class A Common Stock (a) immediately prior to its sale in a future public offering or (b) at such time as such share of Class C Common Stock has been sold publicly after the Offering in a transaction that complies with any maximum quantity limitations applicable to such sale. Once a share of Class C Common Stock has been converted into Class A Common Stock it will no longer be subject to any restrictions on transfer nor will it be entitled to the benefits of registration and take-along-rights. SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW Section 203 of the Delaware General Corporation Law prevents an "interested stockholder" (defined in Section 203, generally, as a person owning 15% or more of a corporation's outstanding voting stock) from engaging in a "business combination" (defined in Section 203, generally, as mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder) with a publicly-held Delaware corporation for three years following the date such person became an interested stockholder unless (i) before such person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding stock held by directors who are also officers of the corporation and by employee stock plans that do not provide employees with the rights to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or (iii) following the transaction in which such person became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of two-thirds of the outstanding voting stock of the corporation not owned by the interested stockholder. The Company will opt out of Section 203 prior to the Offering, but this will not be effective until one year after the Offering. Accordingly, the provisions of Section 203 will apply to the Company for approximately one year following the consummation of the Offering. 2 6 SHARES ELIGIBLE FOR FUTURE SALE Upon completion of the Offering, the Company will have outstanding 21,212,193 shares of Common Stock. The 6,600,000 shares of Common Stock to be sold in the Offering made hereby will be freely tradeable without restriction under the Securities Act, unless acquired by an "affiliate" of the Company (defined in Rule 144 under the Securities Act, generally, as a person who, by virtue of equity ownership or otherwise, controls, or is controlled by, or is under common control with, the Company). The remaining 14,612,193 shares outstanding, excluding the shares of Class C Common Stock, upon completion of the Offering will be "restricted securities" as defined in Rule 144, absent registration of such shares under the Securities Act. The Company intends to file Form S-8 Registration Statements to register shares of Common Stock acquired by members of management pursuant to the exercise of options under the Purchase Plan, the 1991 Option Plan and the Partners Plan. Shares of Common Stock held by affiliates and restricted securities may not be sold unless they are registered under the Securities Act or are sold pursuant to an applicable exemption from registration, including the exemption from registration set forth in Rule 144 promulgated by the Securities and Exchange Commission (the "Commission"). Generally, Rule 144 will permit an affiliate or a person who has held restricted securities for more than two years to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of Common Stock or the average weekly trading volume of such stock during the four calendar weeks preceding such sale, provided that the Company has either filed certain periodic reports with the Commission or made publicly available certain information concerning it and provided that such sales are made in normal "brokers' transactions" or in transactions directly with a "market maker" without the solicitation of buy orders by the brokers or such affiliates. A person who is deemed not an affiliate of the Company at any time during the three months preceding a sale and who has held restricted securities for more than three years may sell such shares under Rule 144 without regard to the volume limitations described. The Common Stock has been approved for listing on the Nasdaq National Market under the symbol "ASHC," subject to official notice of issuance. Sales of substantial amounts of Common Stock in the public market under Rule 144 could have a depressive effect on the price of the Common Stock. VPI, certain current and former affiliates of VPI, current and former employees and directors of AmeriSource, and the Management Investors hold their shares of Company common stock subject to certain restrictions on sales and transfers, including restrictions on sales in the public market. The holders of Class C Common Stock may sell in the public market after 90 days following the closing of the Offering, in which event their shares are automatically converted into Common Stock, provided that for 270 days after such 90-day period, any sales must meet the maximum quantity limitations and other requirements of Rule 144 set forth above. See "Management -- Stock Purchase Plan." The Existing Stockholders were granted piggyback registration rights with respect to the Common Stock when they purchased their shares. After the Offering, an aggregate of 14,612,913 shares of Common Stock owned by the Existing Stockholders will be entitled to piggyback registration rights. In addition, VPI, which will hold in the aggregate 10,021,073 shares of Common Stock after the Offering, has been granted demand rights to require the registration of its shares. The Existing Stockholders (other than VPI and current employees and directors of the Company, who have agreed to restrictions for a 180-day period as discussed below) are subject to restrictions on public sale or distribution for a period of 90 days following the effective date of the Registration Statement. VPI and directors and members of AmeriSource's management holding, in the aggregate, approximately 12.8 million shares of Common Stock have agreed not to file, or cause the Company to file, a registration statement with respect to, enter into any agreement providing for or effect any public sale, public distribution or other public disposition of shares of capital stock of the Company, including any sale pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, for a period of 180 days following the closing date of the Offering without the prior written consent of DLJ. Such investors have further agreed that they will not otherwise dispose of any shares of capital stock of the Company unless the person to whom such disposition is made agrees to substantially the same as the foregoing. A total of approximately 1.8 million shares of 3 7 Common Stock currently outstanding (excluding the shares sold in the Offering) are not subject to the 180-day restriction; however, all such shares are subject to restrictions on public sale or distribution for a period of 90 days as described above. Upon exercise of options granted under the Purchase Plan and 1991 Option Plan, the holders will be subject to withholding tax liability based upon the difference between the exercise price and the estimated fair market value of the Common Stock at the time of exercise. In lieu of selling shares of Common Stock to satisfy their withholding requirement, certain members of AmeriSource's management intend to obtain margin loans from Smith Barney Inc. and DLJ. In connection with such margin loans, such management have each agreed to pledge the shares of Common Stock acquired pursuant to exercise of such options as collateral for the margin loans. Under certain circumstances, Smith Barney Inc. and DLJ may foreclose on and sell such pledged Common Stock, and such sales may occur in the 180-day period following the closing of the Offering. 4 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Form of the share certificate for the Registrant's Class A Common Stock 2.6 First Amendment, dated February 10, 1995, to the Amended and Restated Credit Agreement among AmeriSource, General Electric Capital Corporation individually and as agent, Bankers Trust Company, as co-agent, and the banks and other financial institutions named therein. EX-1 2 FORM OF STOCK CERTIFICATE 1 [FORM OF FACE OF SECURITY] AMERISOURCE HEALTH CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES OF CLASS A COMMON STOCK PAR VALUE $.01 PER SHARE NUMBER SHARES AS _______ ______ CUSIP 03071P 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES that _______________________ is the owner of ___________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE, OF AmeriSource Health Corporation (the "Corporation") transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [SEAL] Dated ________________ \s\ Teresa T. Ciccotelli \s\ John F. McNamara Secretary President Countersigned and Registered: MELLON SECURITIES TRUST COMPANY (New York, N.Y.) Transfer Agent and Registrar, By: _____________________ Authorized Signature 2 [FORM OF REVERSE OF SECURITY] AMERISOURCE HEALTH CORPORATION The Corporation will furnish to any stockholder, upon request and without charge, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof authorized to be issued and the qualifications, limitations or restrictions of such preferences and/or rights. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian TEN ENT - as tenants by the (Cust) entireties ________ under Uniform Gifts to Minors JT TEN - as joint tenants with (Minor) right of survivorship Act _________ and not as tenants in (State) common Additional abbreviations may also be used though not in the above list. For value received, __________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________ _______________________________________________________________________________ (Please print or typewrite name and address of assignee) _______________ Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated:_______________ Your Signature:______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement, or any change whatever. EX-2.6 3 CREDIT AGREEMENT 1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment") is entered into among AMERISOURCE CORPORATION, a Delaware corporation ("Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organized under the banking laws of the State of New York ("GE Capital"), Co-Agents (as defined in the Credit Agreement, as defined below), and each of the other lenders thereunder (collectively, the "Lenders" and each, a "Lender"), GE Capital and BANKERS TRUST COMPANY, a corporation organized under the banking laws of the State of New York ("BTCo"), as managing agents, BTCo, as the issuing lender, and GE Capital, as the administrative agent for Lenders (in such capacity, "Agent"), as of February 10, 1995, with reference to the following facts: RECITALS A. Borrower, GE Capital, individually and in its capacities as a managing agent and Agent, BTCo, individually and in its capacities as a managing agent and the issuing lender, Co-Agents, and each of the other Lenders, have entered into that certain Amended and Restated Credit Agreement dated as of December 13, 1994 (the "Credit Agreement"), pursuant to which Lenders agreed to make certain financial accommodations to or for the benefit of Borrower upon the terms and conditions contained therein. Unless otherwise defined in this Amendment, (i) capitalized terms used herein shall have the meanings attributed to them in the Credit Agreement, and (ii) references to sections and subsections shall refer to sections or subsections of the Credit Agreement. B. Section 6.14 requires that, subject to the additional terms and conditions set forth therein, Borrower enter into Interest Rate Contracts within 60 days after the Restatement Closing Date. C. Borrower has requested that Lenders extend the time for performance of Section 6.14, and Lenders are willing to do so subject to the terms and conditions set forth in this Amendment. NOW, THEREFORE, in consideration of the continued performance by Borrower of its promises and obligations under the Credit Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lenders hereby agree as follows: 2 AGREEMENT 1. INCORPORATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. Except as expressly modified under this Amendment, all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents are incorporated herein by this reference, and the obligations of Borrower under the Credit Agreement and the other Loan Documents are hereby acknowledged, confirmed and ratified by Borrower. 2. AMENDMENT. Section 6.14 is hereby deleted in its entirety, and the following is substituted therefor: 6.14 Interest Rate Contracts. Unless the Receivables Trust issues certificates with fixed interest rates in an aggregate amount of $150,000,000 or more, Borrower or Receivables Corporation shall enter into Interest Rate Contracts in form and substance satisfactory to Agent on or before May 15, 1995 for an aggregate amount of not less than $150,000,000 of variable rate Indebtedness, and such Interest Rate Contracts shall (a) be for a term of not less than one year, and (b) remain in effect until a date not earlier than the second anniversary of the Restatement Closing Date; provided, that such $150,000,000 amount shall be reduced by the amount of the net cash proceeds received by Borrower from one or more public offerings of the Stock of Borrower or Parent. 3. Conditions of Effectiveness. This Amendment shall become effective upon satisfaction of each of the following conditions: (a) Agent shall have received copies of this Amendment that, when taken together, bear the signatures of Borrower and Lenders sufficient to constitute the Requisite Lenders; and (b) Agent shall have received a copy of the accompanying Guarantor Consents executed by Parent, Health Services Plus, Inc., and Health Services Capital Corporation. 4. ENTIRE AGREEMENT. This Amendment, together with the Credit Agreement and the other Loan Documents, is the entire agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. Except as otherwise expressly modified herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect. 3 5. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that the representations and warranties contained in the Credit Agreement were true and correct in all material respects when made and, except to the extent (a) that a particular representation or warranty by its terms expressly applies only to an earlier date, or (b) Borrower has previously advised Agent in writing as contemplated under the Credit Agreement, are true and correct in all material respects as of the date hereof. 6. MISCELLANEOUS. 6.1 Counterparts. This Amendment may be executed in identical counterpart copies, each of which shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually executed counter part of this Amendment. Any Lender delivering this Amendment by facsimile shall send the original manually executed counterpart of this Amendment to Agent's counsel promptly after such facsimile transmission. 6.2 Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment, and are not to be taken into consideration in interpreting this Amendment. 6.3 Recitals. The recitals set forth at the beginning of this Amendment are true and correct, and such recitals are incorporated into and are a part of this Amendment. 6.4 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws. 6.5 No Novation. Except as specifically set forth in section 2 of this Amendment, the execution, delivery and effectiveness of this Amendment shall not (a) waive any breaches or defaults under the Credit Agreement or the other Loan Documents, whether known or unknown, (b) limit, impair, constitute a waiver by, or otherwise affect any right, power or remedy of, Agent or any Lender under the Credit Agreement or any other Loan Document, (c) constitute a waiver of any provision in the Credit Agreement or in any of the other Loan Documents, or under applicable law, or (d) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are 4 ratified and affirmed in all respects and shall continue in full force and effect. 6.6 Conflict of Terms. In the event of any inconsistency between the provisions of this Amendment and any provision of the Credit Agreement, the terms and provisions of this Amendment shall govern and control. IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above. AMERISOURCE CORPORATION, a Delaware corporation By /s/ Teresa T. Ciccotelli ---------------------------- Name Teresa T. Ciccotelli ---------------------------- Title Vice President, Legal ---------------------------- Counsel and Secretary ---------------------------- LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, a Managing Agent and a Lender By /s/ Charles D. Chiodo ---------------------------- Charles D. Chiodo Duly Authorized Signatory BANKERS TRUST COMPANY, as a Managing Agent, Issuing Lender and a Lender By /s/ Frederic W. Thomas, Jr. ---------------------------- Name Frederic W. Thomas, Jr. ------------------------ Title Vice President ------------------------ 5 BANKAMERICA BUSINESS CREDIT, INC., as a Co-Agent and a Lender By /s/ George C. Markowsky ---------------------------- Name George C. Markowsky ----------------------- Title Vice President ----------------------- HELLER FINANCIAL, INC., as a Co-Agent and as a Lender By /s/ Lawrence Garni ------------------------------ Name Lawrence Garni ------------------------ Title Assistant Vice President ------------------------ BANK OF MONTREAL, as a Lender By /s/ Irene M. Geller --------------------------- Name Irene M. Geller ---------------------- Title Director ---------------------- BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender By /s/ Anthony Viola --------------------------- Name Anthony Viola ---------------------- Title Vice President ---------------------- BOT FINANCIAL CORPORATION, as a Lender By /s/ William R. York, Jr. ----------------------------- Name William R. York, Jr. ----------------------- Title Senior Vice President ----------------------- 6 THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender By ---------------------------- Name ---------------------------- Title ---------------------------- CORESTATES BANK, N.A., as a Lender By /s/ Sherri A. Williams ---------------------------- Name Sherri A. Williams ---------------------------- Title Commercial Officer ---------------------------- THE FIRST NATIONAL BANK OF BOSTON, as a Lender By /s/ William C. Purinton ---------------------------- Name William C. Purinton ---------------------------- Title Vice President ---------------------------- GIROCREDIT BANK AKTIENGESELLSCHAFT DER SPARKASSEN, GRAND CAYMAN ISLAND BRANCH, as a Lender By ---------------------------- Name ---------------------------- Title ---------------------------- HOUSEHOLD COMMERCIAL FINANCIAL SERVICES, INC., as a Lender By ---------------------------- Name ---------------------------- Title ---------------------------- 7 LASALLE NATIONAL BANK, as a Lender By /s/ Christopher G. Clifford ----------------------------- Name Christopher G. Clifford ------------------------ Title Senior Vice President ------------------------ MERIDIAN BANK, as a Lender By /s/ Philip Newmuis ----------------------------- Name Philip Newmuis ------------------------ Title Assistant Vice President ------------------------ NATIONSBANK OF GEORGIA, N.A., as a Lender By /s/ Betty H. Mills ----------------------------- Name Betty H. Mills ------------------------ Title Vice President ------------------------ SANWA BUSINESS CREDIT CORPORATION, as a Lender By /s/ Peter L. Skavla ----------------------------- Name Peter L. Skavla ------------------------ Title Vice President ------------------------ SHAWMUT BANK, N.A., as a Lender By /s/ Salvatore A. Salzillo ----------------------------- Name Salvatore A. Salzillo ------------------------ Title Assistant Vice President ------------------------ 8 GUARANTOR CONSENTS AmeriSource Distribution Corporation, a Delaware corporation, hereby (i) ratifies and reaffirms, as of the date hereof, all of the provisions of that certain Amended and Restated Guaranty and Pledge Agreement dated as of December 13, 1994 in favor of Agent, (ii) acknowledges receipt of a copy of the First Amendment to Amended and Restated Credit Agreement dated as of February 10, 1995 (the "Amendment"), and (iii) consents to all of the provisions of the Amendment. Dated: February 10, 1995 AMERISOURCE DISTRIBUTION CORPORATION By: /s/ Teresa T. Ciccotelli ---------------------------- Title: Vice President, Legal Counsel and Secretary ------------------------ Health Services Plus, Inc., a Delaware corporation, hereby (i) ratifies and reaffirms, as of the date hereof, all of the provisions of that certain Amended and Restated Continuing Guaranty dated as of December 13, 1994 in favor of Agent, (ii) acknowledges receipt of a copy of the First Amendment to Amended and Restated Credit Agreement dated as of February 10, 1995 (the "Amendment"), and (iii) consents to all of the provisions of the Amendment. Dated: February 10, 1995 HEALTH SERVICES PLUS, INC. By: /s/ Teresa T. Ciccotelli -------------------------- Title: Secretary --------------------- 9 Health Services Capital Corporation, a Delaware corporation, hereby (i) ratifies and reaffirms, as of the date hereof, all of the provisions of that certain Amended and Restated Continuing Guaranty dated as of December 13, 1994 in favor of Agent, (ii) acknowledges receipt of a copy of the First Amendment to Amended and Restated Credit Agreement dated as of February 10, 1995 (the "Amendment"), and (iii) consents to all of the provisions of the Amendment. Dated: February 10, 1995 HEALTH SERVICES CAPITAL CORPORATION By: /s/ Teresa T. Ciccotelli ------------------------------- Title: Secretary --------------------------