VOTING AGREEMENT, dated as of December 17, 1998 (this "Agreement"), among PHAR MOR, INC., a Pennsylvania corporation ("Buyer"), and KENNETH DAVIS (the "Holder"). WITNESSETH: WHEREAS, Buyer, PHARMACY ACQUISITION CORP., a New York corporation and...Voting Agreement • December 23rd, 1998 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
40,000,000 LOAN AND SECURITY AGREEMENT by and between PHARMHOUSE CORP., and FOOTHILL CAPITAL CORPORATION Dated as of May 15, 1998 TABLE OF CONTENTSLoan and Security Agreement • May 19th, 1998 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER dated as of December 17, 1998 among PHARMHOUSE CORP., PHAR MOR, INC.Agreement and Plan of Merger • February 2nd, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
WITNESSETH:Release and Settlement Agreement • May 19th, 1998 • Pharmhouse Corp • Retail-drug stores and proprietary stores
December 16, 1998 PHARMHOUSE CORP. 860 Broadway New York, NY 10003 To the Members of the Board of Directors: We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a...Pharmhouse Corp • February 9th, 1999 • Retail-drug stores and proprietary stores
We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a wholly owned subsidiary of the Purchaser, has offered to enter into an Agreement and Plan of Merger (the "Merger Agreement") with Pharmhouse Corp., a New York corporation (the "Company"), pursuant to which, subject to the terms and conditions set forth therein, the Purchaser will acquire any and all of the issued and outstanding common stock, $0.01 par value, of the Company (the "Common Stock") for $3.25 per share in cash (the "Offer Price") through a transaction in which the Merger Subsidiary will be merged with and into the Company and the issued and outstanding Common Stock will be canceled and extinguished and converted into the right to receive the Offer Price (the "Transaction").
2 3 Third Note are modified as follows: The Third Note shall not bear any interest, premium, penalty or other finance charge payable by Pharmhouse to Woolworth from and after the execution of this Settlement Agreement. The payment of the Remaining...Mutual Release and Settlement Agreement • May 2nd, 1997 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER dated as of December 17, 1998 among PHARMHOUSE CORP., PHAR MOR, INC.Voting and Payment Agreement • February 9th, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • February 2nd, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
Exhibit 10.1 WARRANT AGREEMENT WARRANT AGREEMENT, dated as of December 24, 1991, between S.E. Nichols Inc. a New York Corporation (the "Company"), and Rosenthal and Rosenthal Inc., a New York Corporation ("R&R"). WHEREAS, pursuant to the terms of a...Warrant Agreement • May 30th, 1997 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • December 22nd, 1998 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
December 16, 1998 PHARMHOUSE CORP. 860 Broadway New York, NY 10003 To the Members of the Board of Directors: We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a...Pharmhouse Corp • December 23rd, 1998 • Retail-drug stores and proprietary stores
We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a wholly owned subsidiary of the Purchaser, has offered to enter into an Agreement and Plan of Merger (the "Merger Agreement") with Pharmhouse Corp., a New York corporation (the "Company"), pursuant to which, subject to the terms and conditions set forth therein, the Purchaser will acquire any and all of the issued and outstanding common stock, $0.01 par value, of the Company (the "Common Stock") for $3.25 per share in cash (the "Offer Price") through a transaction in which the Merger Subsidiary will be merged with and into the Company and the issued and outstanding Common Stock will be canceled and extinguished and converted into the right to receive the Offer Price (the "Transaction").
SEC Reporting/R&R Form S-3/Warrant Amendment Exhibit 10.14 EXHIBIT 10.14 AMENDMENT NO. 1 TO WARRANT AGREEMENT BETWEEN PHARMHOUSE CORP. (FORMERLY S.E. NICHOLS INC.) AND ROSENTHAL & ROSENTHAL, INC. Agreement made this 17th day of July 1996 between...Warrant Agreement • May 30th, 1997 • Pharmhouse Corp • Retail-drug stores and proprietary stores
VOTING AND PAYMENT AGREEMENT VOTING AGREEMENT, dated as of December 17, 1998 (this "Agreement"), among PHAR MOR, INC., a Pennsylvania corporation ("Buyer"), and MARCIE DAVIS (the "Holder"). WITNESSETH: WHEREAS, Buyer, PHARMACY ACQUISITION CORP., a New...Voting and Payment Agreement Voting Agreement • December 22nd, 1998 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 17, 1998, among PHARMHOUSE CORP., a New York corporation ("Borrower"), and PHAR MOR, INC., a Pennsylvania...Subordinated Convertible Note Purchase Agreement Subordinated Convertible Note Purchase Agreement • February 9th, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
