ARTICLE IVoting Agreement • November 12th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 10.1 ------------ BACK-UP OPTION AGREEMENT ------------------------ This Back-up Option Agreement (the "Agreement") is made as of the ___ day of ___________, 199 , -- BY AND AMONG: COUNSEL CORPORATION, an Ontario corporation, with an address...Option Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
TERMS AGREEMENT Dated: May 20, 1999 Bergen Brunswig Corporation Bergen Capital Trust I 4000 Metropolitan Drive Orange, California 92668 Attention: Dear Ladies and Gentlemen: We (the "Representatives") understand that Bergen Capital Trust I (the...Bergen Brunswig Corp • May 21st, 1999 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 10(e) U.S. $400,000,000 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 1994, as amended by THE FIRST AMENDMENT dated as of February 27, 1995, THE SECOND AMENDMENT dated as of March 15, 1996, THE THIRD AMENDMENT dated as of...Credit Agreement • May 17th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL HEALTH, INC. ("CARDINAL"), BRUIN MERGER CORP. a wholly owned direct subsidiary of Cardinal ("Subcorp"),Agreement and Plan of Merger • August 27th, 1997 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 7th, 2000 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
ARTICLE IStock Option Agreement • November 20th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
and MELLON INVESTOR SERVICES LLC (formerly know as ChaseMellon Shareholder Services, L.L.C.) Rights AgentRights Agreement • March 21st, 2001 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
Support/Voting Agreement August 23, 1997Voting Agreement • August 27th, 1997 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
ANDAgreement and Plan of Merger • January 14th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
BERGEN BRUNSWIG CORPORATION Liquid Yield Option(TM) Notes due _____ (Zero Coupon-Subordinated) IndentureIndenture • February 1st, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 2.1 AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • February 10th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AND CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEEPreferred Securities Guarantee Agreement • May 26th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT ---------Supplemental Agreement • December 24th, 1997 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 9.1 VOTING TRUST ------------ VOTING TRUST AGREEMENT, dated as of , 1998, by and among Counsel Corporation, an Ontario corporation (the "Canadian Seller"), Counsel Healthcare Assets, Inc., a Delaware corporation ("CHA", and together with the...Voting Trust Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
TO CHEMICAL TRUST COMPANY OF CALIFORNIA, as Trustee Indenture Dated as of March 1, 1996 ___________________________Indenture • March 19th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 99 (e) October 23, 1998 BERGEN BRUNSWIG DRUG COMPANY BERGEN BRUNSWIG CORPORATION 4000 Metropolitan Drive Orange, California 92668 Attention: Eric J. Schmitt Vice President, Finance and Treasurer Re: Amended and Restated Credit Agreement, dated...Bergen Brunswig Corp • December 29th, 1998 • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to that certain Amended and Restated Credit Agreement dated as of September 30, 1994, as amended (the "Credit Agreement"), among Bergen Brunswig Drug Company (the "Borrower"), Bergen Brunswig Corporation (the "Parent"), the Lenders party thereto, and Bank of America National Trust and Savings Association, as Agent (the "Agent"). Capitalized terms used herein which are not defined shall have the meanings assigned in the Credit Agreement.
RECITALSStock Purchase Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
STOCK OPTION AGREEMENTStock Option Agreement • August 27th, 1997 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT AND PLAN OF MERGER among BBI HEALTHCARE CORPORATION, IVAX CORPORATION, BERGEN BRUNSWIG CORPORATION, BBI-I SUB, INC. and BBI-B SUB, INC.Agreement and Plan of Merger • November 20th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERVoting Agreement • November 20th, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AND CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEECommon Securities Guarantee Agreement • May 26th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
TO CHEMICAL TRUST COMPANY OF CALIFORNIA, as Trustee Indenture Dated as of January 1, 1996 ___________________________Indenture • February 1st, 1996 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 10(g) COMMERCIAL PAPER DEALER AGREEMENT [4(2) PROGRAM]Commercial Paper Dealer Agreement • May 17th, 1999 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this "Amendment") to the Agreement and Plan of Merger, dated as of August 23, 1997 (the "Merger Agreement"), by and among Cardinal Health, Inc., an Ohio corporation ("Cardinal"),...Agreement and Plan of Merger • March 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 9.2 Bergen Brunswig Corporation 4000 Metropolitan Drive Orange, CA 92868 Re: Irrevocable Proxy for PharMerica Shares Gentlemen: We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"),...Bergen Brunswig Corp • November 18th, 1998 • Wholesale-drugs, proprietaries & druggists' sundries
We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"), by and among Bergen Brunswig Corporation, a New Jersey corporation ("BBC"), Stadtlander Drug Co., Inc., a Pennsylvania corporation ("Stadtlander"), Counsel Corporation, an Ontario corporation (the "Canadian Seller"), and Stadt Holdings, Inc., a Delaware corporation and an indirect subsidiary of the Canadian Seller (the "U.S. Seller" and, collectively with the Canadian Seller, the "Sellers"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.
AGREEMENTAgreement • February 11th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
amongAgreement and Plan of Merger • March 19th, 2001 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
RECEIVABLES PURCHASE AND SERVICING AGREEMENT Dated as of December 20, 2000, by and among BLUE HILL II, INC., as Seller, REDWOOD RECEIVABLES CORPORATION, as Conduit Purchaser, BERGEN BRUNSWIG DRUG COMPANY, as Servicer, and GENERAL ELECTRIC CAPITAL...Receivables Purchase and Servicing Agreement • February 14th, 2001 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS RECEIVABLES PURCHASE AND SERVICING AGREEMENT ("Agreement") is entered into as of December 20, 2000, by and among BLUE HILL II, INC., a Delaware corporation (the "Seller"), BERGEN BRUNSWIG DRUG COMPANY, a California corporation, as servicer hereunder (in such capacity, the "Servicer"), REDWOOD RECEIVABLES CORPORATION, a Delaware corporation (the "Conduit Purchaser"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, as a Committed Purchaser (the "Committed Purchaser") and as administrative agent for the Conduit Purchaser and the Committed Purchaser hereunder (in such capacity, the "Administrative Agent").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2000 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This STOCK PURCHASE AGREEMENT, dated as of June 23, 2000, is by and among BERGEN BRUNSWIG MEDICAL CORPORATION, a Delaware corporation having a place of business at 4000 Metropolitan Drive, Orange, California 92868 ("BBMC"), RANSDELL SURGICAL, INC, a Kentucky corporation ("RSI" and, collectively with BBMC, the "Corporations"), DURR FILLAUER MEDICAL, INC., a Delaware corporation (the "Subsidiary Seller"), BERGEN BRUNSWIG CORPORATION, a New Jersey corporation having its principal place of business at 4000 Metropolitan Drive, Orange, California 92868 (the "Parent Seller" and, collectively with the Subsidiary Seller, the "Sellers"), ALLEGIANCE CORPORATION, a Delaware corporation having its principal place of business at 1430 Waukegan Road, McGaw Park, Illinois 60085 (the "Purchaser") and CARDINAL HEALTH, INC., an Ohio corporation having its principal place of business at 5555 Glendon Court, Dublin, Ohio 43016 (the "Parent Purchaser" and, together with the Purchaser, the "Purchasers").
EXHIBIT 99(b) SPLIT DOLLAR INSURANCE PLAN Robert E. Martini ----------------- THIS PLAN is adopted by agreement between the Company and the owner: DEFINITIONS: ------------ A. "Company": Bergen Brunswig Corporation, a New Jersey corporation, of...Split Dollar Insurance • December 24th, 1997 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
Section 1.1. Sales 1 Section 1.2. Interim Liquidations 3 Section 1.3. Selection of Discount Rates and Tranche Period for each Purchaser Group 4 Section 1.4. Fees and Other Costs and Expenses 5 Section 1.5. Maintenance of Sold Interest; Deemed...Bergen Brunswig Corp • January 7th, 2000 • Wholesale-drugs, proprietaries & druggists' sundries • New York
ASSET PURCHASE AGREEMENT by and among SECURE PHARMACY PLUS, INC., STADTLANDER OPERATING COMPANY, L.L.C., STADTLANDER LICENSING COMPANY, LLC, STADTLANDER DRUG OF CALIFORNIA, L.P. and STADTLANDER DRUG OF HAWAII, L.P. FOR PURCHASE AND SALE OF...Asset Purchase Agreement • December 29th, 2000 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Tennessee
FIRST AMENDMENT Exhibit 10(c) First Amendment Dated as of April 19, 2000 to Amended and Restated Receivables Sale Agreement Dated as of February 29, 2000 This Amendment (the "Amendment"), dated as of April 19, 2000, is entered into among Blue Hill,...Receivables Sale Agreement • May 15th, 2000 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
