EXHIBIT 4.2
BERGEN BRUNSWIG CORPORATION
OFFICERS' CERTIFICATE
Bergen Capital Trust I, a Delaware business trust (the "Trust"), will offer to
the public $300,000,000 aggregate liquidation amount of its 7.80% Trust
Originated Preferred SecuritiesSM ("TOPrS[SM]"), representing undivided
beneficial interests in the assets of the Trust (the "Preferred Securities").
The Trust will issue and sell $9,278,350 aggregate liquidation amount of it
common securities, representing undivided beneficial interests in the Trust (the
"Common Securities"), to Bergen Brunswig Corporation, a New Jersey corporation
(the "Company").
The Trust proposes to invest the proceeds from the sale of both the Preferred
Securities and the Common Securities (collectively, the "Trust Securities") in
$309,278,350 aggregate principal amount of a series of 7.80% Subordinated
Deferrable Interest Notes due June 30, 2039 of the Company, issued pursuant to
an indenture, dated as of May 14, 1999 (the "Indenture"), between the Company
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee").
The Trust Securities will be issued pursuant to the terms of an amended and
restated declaration of trust of the Trust, dated as of May 26, 1999 (the
"Declaration"), among the Company, the holders from time to time of the Trust
Securities, and the five trustees of the Trust. Three of said trustees are
officers of the Company (the "Regular Trustees"). Chase Manhattan Bank and Trust
Company, National Association, will act as the property trustee (the "Property
Trustee") and one of its affiliates will act as the Delaware trustee (the
"Delaware Trustee").
Any capitalized term not defined herein shall have the meaning ascribed to it in
the Indenture.
Pursuant to Sections 1.02 and 3.01 of the Indenture, the undersigned duly
authorized officers of the Company hereby certify on behalf of the Company as
follows:
1. Authorization. The establishment of a series of the subordinated debt
securities of the Company has been approved and authorized, in accordance with
the provisions of the Indenture, pursuant to resolutions adopted by the board of
directors of the Company on May 14, 1999 (the "Board Resolutions").
2. Compliance with Covenants and Conditions Precedent. All covenants and
conditions precedent set forth in the Indenture have been complied with as
relating to the establishment of the series of subordinated debt securities.
3. Terms. The terms of the series of subordinated debt securities established
pursuant to this officers' certificate shall be as follows:
__________________
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
(a) Title. The title of this series of subordinated debt securities is
the 7.80% Subordinated Deferrable Interest Notes due June 30, 2039
(each a "Subordinated Note" and collectively, the "Subordinated
Notes").
(b) Aggregate Principal Amount. The aggregate principal amount of the
Subordinated Notes which may be authenticated and delivered pursuant to
the Indenture is $309,278,350 (except for Subordinated Notes
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of other Subordinated Notes, pursuant to
Sections 3.04, 3.05, 3.06, 9.06, 11.07, or 13.03 of the Indenture, and
except for Subordinated Notes which, pursuant to Section 3.03 of the
Indenture, are deemed never to have been authenticated and delivered
thereunder).
(c) Registered Securities in Book-Entry Form. Except as provided in
paragraph (w) below, the Subordinated Notes will be issued in fully
registered certificated form without interest coupons. Pursuant to
paragraph (w) below, the Subordinated Notes may be issued in book-entry
form ("Book-Entry Subordinated Notes") and represented by one or more
global notes (the "Global Subordinated Notes") in fully registered
form, without coupons. The initial Depositary with respect to the
Global Subordinated Notes will be The Depository Trust Company, as
depositary for the accounts of its participants. So long as the
Depositary for a Global Subordinated Note, or its nominee, is the
registered owner of the Global Subordinated Note, the Depositary or its
nominee, as the case may be, will be considered the sole owner or
holder of the Subordinated Notes in book-entry form represented by such
Global Subordinated Note for all purposes under the Indenture.
Book-Entry Subordinated Notes will not be exchangeable for Subordinated
Notes in definitive form ("Definitive Subordinated Notes") except that,
if the Depositary with respect to any or all Global Subordinated Notes
is at any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90 days,
the Company will issue Definitive Subordinated Notes in exchange for
the Book-Entry Subordinated Notes represented by any or all such Global
Subordinated Notes. In addition, the Company may at any time and in its
sole discretion determine not to have Global Subordinated Notes, and,
in such event, will issue Definitive Subordinated Notes in exchange for
the Book-Entry Subordinated Notes represented by such Global
Subordinated Notes in accordance with the provisions of Section 3.05 of
the Indenture.
(d) Persons to Whom Interest Payable. Interest will be payable to the
Person in whose name a Subordinated Note is registered at the close of
business (whether or not a Business Day) on the Regular Record Date
with respect to such Subordinated Note, except for interest payable on
a Subordinated Note surrendered for redemption as set forth in
paragraph (i) below.
(e) Stated Maturity. The principal amount of the Subordinated Notes
will be payable on June 30, 2039, subject to earlier redemption as set
forth in paragraph (i) below.
(f) Rate of Interest; Interest Payment Dates; Regular Record Dates;
Accrual of Interest. The Subordinated Notes will bear interest at the
rate of 7.80% per annum (the "Coupon Rate"). Interest on the
Subordinated Notes will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year (each, an "Interest
Payment Date"), commencing on June 30, 1999. In respect of any
Subordinated Notes of which the Property Trustee is the registered
holder or any Subordinated Notes which are in book-entry only form, the
Regular Record Date shall be one Business Day before the relevant
Interest Payment Date. Notwithstanding the foregoing sentence, if the
Preferred Securities are no longer in book-entry only form or a
Dissolution Event, as defined in paragraph (w) below, has occurred and
subsequent thereto the Subordinated Notes are not represented by a
Global Subordinated Note pursuant to the provisions of Section 3.05 of
the Indenture, the Regular Record Date will be the 15th day of the last
month of each quarterly distribution period (whether or not a Business
Day) next preceding such Interest Payment Date. The Subordinated Notes
will bear interest from May 26, 1999 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for until
the principal thereof is paid or made available for payment. Interest
payments shall be the amount of interest accrued from and including the
most recent Interest Payment Date in respect of which interest has been
paid or duly provided for (or from and including May 26, 1999 if no
interest has been paid or duly provided for with respect to such
Subordinated Note) to, but excluding, the next succeeding Interest
Payment Date.
The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period
shorter than a full quarterly period for which interest is computed,
will be computed on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable
on the Subordinated Notes is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force
and effect as if made on such date.
(g) Additional Interest. If at any time while the Property Trustee is
the holder of any Subordinated Notes, the Trust or the Property Trustee
is required to pay any taxes, duties, assessments, or governmental
charges of whatever nature (other than withholding taxes) imposed by
the United States, or any other taxing authority (collectively, the
"Taxes"), then, in any such case, the Company will pay as additional
interest ("Additional Interest") on the Subordinated Notes held by the
Property Trustee, such additional amounts as shall be required so that
the net amounts received and retained by the Trust and the Property
Trustee after paying the Taxes will be equal to the amounts the Trust
and the Property Trustee would have received had no such Taxes been
imposed.
(h) Place of Payment; Registration of Transfer and Exchange; Notices to
Company. Payment of the principal of and interest on the Subordinated
Notes will be made at the Corporate Trust Office of the Trustee in the
Borough of Manhattan, The City of New York, or at any other office or
agency designated by the Company for such purpose; provided, however,
that, at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. Notwithstanding the
foregoing, so long as the registered holder of any Subordinated Notes
is the Property Trustee, the payment of the principal of and interest
(including Additional Interest, if any) on such Subordinated Notes held
by the Property Trustee will be made at such place and to such account
as may be designated by the Property Trustee. The Subordinated Notes
may be presented for exchange and registration of transfer at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The
City of New York, or at the office of any transfer agent hereafter
designated by the Company for such purpose.
Notices and demands to or upon the Company in respect of the
Subordinated Notes and the Indenture may be served at Bergen Brunswig
Corporation, 4000 Metropolitan Drive, Orange, California 92868,
attention:
Chief Legal Officer.
(i) Redemption. The Subordinated Notes are not entitled to any
mandatory redemption or sinking fund payments. The Company can redeem
some or all of the Subordinated Notes before their maturity as set
forth below.
(1) Optional Redemption. The Subordinated Notes will be
redeemable, in whole or from time to time in part, at the
option of the Company at any time on or after May 26, 2004 at
a redemption price equal to 100% of the principal amount per
Subordinated Note to be redeemed plus, in each case, accrued
and unpaid interest thereon to the Redemption Date (the
"Redemption Price").
(2) Special Event Redemption. If, at any time, a Tax Event or
an Investment Company Event (each as defined below, and each a
"Special Event") shall occur and be continuing, the Company
shall have the right to redeem the Subordinated Notes in whole
or in part, for cash within 90 days following the occurrence
of such Special Event, at the Redemption Price.
(i) "Investment Company Event" means that the Trust
shall have received an opinion of counsel experienced
in practice under the Investment Company Act of 1940,
as amended (the "1940 Act"), that as a result of the
occurrence of a change in law or regulation or a
change in interpretation or application of law or
regulation by any legislative body, court,
governmental agency, or regulatory authority (a
"Change in 1940 Act Law"), there is more than an
insubstantial risk that the Trust is or will be
considered an investment company which is required to
be registered under the 1940 Act which Change in 1940
Act Law becomes effective on or after May 20, 1999.
(ii) "Tax Event" means that the Trust shall have
received an opinion of counsel experienced in such
matters to the effect that on or after May 20, 1999,
as a result of: (A) any amendment to, or change
(including any announced proposed change) in, the
laws (or any regulations thereunder) of the United
States or any political subdivision or taxing
authority thereof or therein; or (B) any official or
administrative pronouncement or action, or judicial
decision, interpreting or applying such laws or
regulations, where such change or amendment becomes
effective, or such pronouncement, action or decision
is announced or occurs, in each case on or after May
20, 1999, there is more than an insubstantial risk
that: (I) the Trust is or will be within 90 days of
the date of such opinion, subject to United States
federal income tax with respect to interest accrued
or received on the Subordinated Notes; (II) the Trust
is, or will be within 90 days of the date of such
opinion, subject to more than a minimal amount of
other taxes, duties, assessments or other
governmental charges; or (III) interest payable by
the Company to the Trust on the Subordinated Notes is
not, or within 90 days of the date of such opinion
will not be, deductible, in whole or in part, by the
Company for United States federal income tax
purposes.
(3) Notice of Redemption. Notice of any redemption will be
mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Subordinated Notes to be
redeemed. Unless the Company defaults in payment of the
Redemption Price, on and after the redemption date, interest
will cease to accrue on the Subordinated Notes or portions
thereof called for redemption. If less than all of the
Subordinated Notes are to be redeemed, the Subordinated Notes
(or portions thereof) to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and
appropriate, provided that if, at the time of redemption, the
Subordinated Notes are registered as a Global Subordinated
Note, the Depositary shall determine the principal amount of
such Subordinated Notes held by each holder to be redeemed in
accordance with its procedures.
(4) Prohibition on Partial Redemption. If a partial redemption
of the Subordinated Notes would result in the delisting of the
Preferred Securities from any national securities exchange or
other organization on which the Preferred Securities are then
listed, the Company shall not be permitted to effect such
partial redemption and may only redeem the Subordinated Notes
in whole.
(j) Extension of Interest Payment Period.
(1) Right to Extend. The Company shall have the right, at any
time, and from time to time, during the term of the
Subordinated Notes to extend the interest payment period of
such Subordinated Notes for up to 20 consecutive quarterly
periods (an "Extended Interest Payment Period"), provided no
Event of Default has occurred and is continuing with respect
to the Subordinated Notes. To the extent permitted by
applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment
period pursuant to this paragraph, will bear interest thereon
at the Coupon Rate for each quarterly period of the Extended
Interest Payment Period. At the end of the Extended Interest
Payment Period, the Company shall pay all interest accrued and
unpaid on the Subordinated Notes including any Additional
Interest ("Deferred Interest") which shall be payable to the
holders of the Subordinated Notes in whose names the
Subordinated Notes are registered in the Security Register on
the first Regular Record Date after the end of the Extended
Interest Payment Period.
Before the termination of any Extended Interest Payment
Period, the Company may further extend such period, provided
that such period together with all such further extensions
thereof shall not exceed 20 consecutive quarterly periods.
Upon the termination of any Extended Interest Payment Period
and upon the payment of all Deferred Interest then due, the
Company may select a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest shall be
due and payable during an Extended Interest Payment Period,
except at the end thereof. Notwithstanding the preceding
sentence, the Company may at any time during the Extended
Interest Payment Period elect, in its sole discretion, to pay
any or all of the interest accrued to that selected date
during the Extended Interest Payment Period, provided that the
Company remains obligated to pay any remaining accrued and
unpaid interest by the end of the Extended Interest Payment
Period.
(2) Notice of Extension.
(i) If the Property Trustee is the only registered
holder of the Subordinated Notes at the time the
Company selects an Extended Interest Payment Period,
the Company shall give written notice to both the
Regular Trustees and the Property Trustee of its
selection of such Extended Interest Payment Period
one Business Day before the earlier of: (A) the next
succeeding date on which Distributions on the Trust
Securities are payable; or (B) the date the Trust is
required to give notice of the record date or the
date such Distributions are payable to the New York
Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred
Securities, but in any event at least one Business
Day before such record date.
(ii) If the Property Trustee is not the only holder
of the Subordinated Notes at the time the Company
selects an Extended Interest Payment Period, the
Company shall give the holders of the Subordinated
Notes written notice of its selection of such
Extended Interest Payment Period ten Business Days
before the earlier of: (A) the next succeeding
Interest Payment Date; or (B) the date the Company is
required to give notice of the record or payment date
of such interest payment to the New York Stock
Exchange or other applicable self-regulatory
organization or to holders of the Subordinated Notes.
(iii) The quarterly period in which any notice is
given pursuant to paragraphs (i) or (ii) of this
subparagraph (2) shall be counted as one of the 20
quarterly periods permitted in the maximum Extended
Interest Payment Period permitted under this
paragraph (j).
(iv) The Regular Trustees shall give written notice
to the holders of the Preferred Securities of the
Company's selection of such Extended Interest Payment
Period as soon as practicable after the Regular
Trustees receive the Company's written notice
contemplated by subparagraphs (i) and (ii) of this
subparagraph (2).
(k) Limitation of Transactions. If Subordinated Notes are issued to the
Trust or a trustee of the Trust and: (1) there shall have occurred any
event that would constitute an Event of Default; or (2) the Company
shall be in default with respect of its payment or other obligations
under the preferred securities guarantee agreement, dated as of May 26,
1999, between the Company and Chase Manhattan Bank and Trust Company,
National Association, as Preferred Guarantee Trustee; or (3) the
Company shall have given notice of its election to defer payments of
interest on the Subordinated Notes by extending the interest payment
period as provided in paragraph (j) above; or (4) the Company shall
have given notice of its election to defer payments of interest on any
other series of subordinated notes that may be issued by it, now or in
the future, to any other trust, partnership, or similar entity
affiliated with the Company pursuant to the terms of the applicable
indenture; then: (i) the Company will not declare or pay any dividend
on, or make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its
capital stock; and (ii) the Company will not make any payment of
interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities (including guarantees) of the Company which
rank pari passu with or junior to the Subordinated Notes, including the
Subordinated Notes themselves in the event that clause (4) above is
applicable; provided, that, clause (i) immediately above does not apply
to: (A) any stock dividends paid by the Company where the dividend
stock is the same as that on which the dividend is being paid; (B)
purchases or acquisitions by the Company of shares of its common stock
in connection with the satisfaction by the Company or any of its
subsidiaries of their respective obligations under any benefit plans
for directors, officers, agents, or employees or the Company's dividend
reinvestment or director, officer, agent, or employee stock purchase
plans; (C) a reclassification of the Company's capital stock or the
exchange or conversion of one class or series of its capital stock for
another class or series of its capital stock; (D) the purchase of
fractional interests in shares of the Company's capital stock pursuant
to the conversion or exchange provisions of such capital stock or
security being converted or exchanged for capital stock; (E) dividends
or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, the Company's capital stock; or
(F) any declaration by the Company of a dividend in connection with the
implementation or extension of a stockholders' rights plan, or the
issuance of stock under any such plan (including any such existing
plan) in the future or the redemption or repurchase of any such rights
pursuant thereto.
(l) Denominations. The Subordinated Notes are issuable in denominations
of $25 and integral multiples thereof.
(m) Agreement to Subordinate. The Company covenants and agrees, and
each holder of Subordinated Notes issued hereunder by such holder's
acceptance thereof likewise covenants and agrees, that all Subordinated
Notes shall be issued subject to the provisions of Article Sixteen of
the Indenture; and each holder of a Subordinated Note, whether upon
original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions. Notwithstanding the foregoing,
the Subordinated Notes shall rank at least equal with all other series
of subordinated notes that may be issued by the Company, now or in the
future, to other trusts, partnerships, or similar entities affiliated
with the Company in connection with their issuance of securities
similar to the Preferred Securities.
(n) Security Register; Paying Agent. The Security Register for the
Subordinated Notes will be initially maintained at the Corporate Trust
Office of the Trustee. The Company hereby appoints the Trustee as the
initial Paying Agent.
(o) Covenants as to the Trust. For so long as the Trust Securities
remain outstanding, the Company will:
(1) maintain 100% direct or indirect ownership of the Common
Securities of the Trust; provided, however, that any permitted
successor of the Company under the Indenture may succeed to
the Company's ownership of the Common Securities; and
(2) use its reasonable efforts to cause the Trust: (i) to
remain a statutory business trust, except in connection with a
distribution of Subordinated Notes as provided in the
Declaration, the redemption of all of the Trust Securities or
certain mergers, consolidations, or amalgamations permitted by
the Declaration, and (ii) to continue to be treated as a
grantor trust for United States federal income tax purposes.
(p) Events of Default. For the Subordinated Notes only, a valid
extension of the interest payment period in accordance with paragraph
(j) hereof shall not constitute a Default or Event of Default under the
Indenture. For the Subordinated Notes only, the voluntary or
involuntary dissolution, winding-up or termination of the Trust, except
in connection with: (i) the distribution of the Subordinated Notes to
the holders of the Trust Securities in liquidation of the Trust; (ii)
the redemption of all the Trust Securities; or (iii) mergers,
consolidations or amalgamations, each as permitted by the Declaration,
shall constitute an Event of Default.
(q) Waiver of Past Defaults. For the Subordinated Notes only, any
waiver pursuant to Section 5.13 of the Indenture or any modification of
such a waiver shall not be effective until the holders of a majority in
liquidation amount of Trust Securities shall have consented to such
waiver; provided, however, that if the consent of the holder of each
Outstanding security is required, such waiver shall not be effective
until each holder of the Trust Securities shall have consented to such
waiver.
(r) Listing on Exchanges. If the Subordinated Notes are to be issued as
a Global Subordinated Note in connection with the distribution of the
Subordinated Notes to the holders of the Preferred Securities upon a
Dissolution Event, as defined below, the Company will use its best
efforts to list such Subordinated Notes on the New York Stock Exchange
or on such other exchange as the Preferred Securities are then listed.
(s) Direct Action. The Company and the Trustee acknowledge that
pursuant to the Declaration, the holders of Preferred Securities are
entitled, in the circumstances and subject to the limitations set forth
therein, to commence a Direct Action (as defined therein) with respect
to any Event of Default under the Indenture.
(t) Supplemental Indentures. For the Subordinated Notes only, any
supplemental indenture referred to in Section 9.02 of the Indenture
shall not be effective until the holders of a majority in liquidation
amount of Trust Securities shall have consented to such supplemental
indenture; provided, however, that if the consent of the holder of each
Outstanding security is required, such supplemental indenture shall not
be effective until each holder of the Trust Securities shall have
consented to such supplemental indenture.
(u) Form. The Subordinated Notes will be in substantially the form set
forth in Exhibit A attached hereto and may have such other terms as are
provided in such form.
(v) Payment of Expenses. In connection with the offering, sale, and
issuance of the Subordinated Notes to the Property Trustee in
connection with the sale of the Trust Securities by the Trust, and the
operation of the Trust, the Company shall:
(1) pay all costs and expenses relating to the offering, sale,
and issuance of the Subordinated Notes, including commissions
to the underwriters payable pursuant to the underwriting
agreement, dated as of May 20, 1999 among the Company, the
Trust and the underwriters named therein, and compensation of
the Trustee under the Indenture in accordance with the
provisions of Section 6.07 of the Indenture;
(2) pay all costs and expenses of the Trust (including, but
not limited to, costs and expenses relating to the
organization of the Trust, the offering, sale, and issuance of
the Trust Securities (including commissions to the
underwriters in connection therewith), the fees and expenses
of the trustees of the Trust, the costs and expenses relating
to the operation of the Trust, including without limitation,
costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition,
financing and disposition of Trust assets); and
(3) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and
all liabilities, costs and expenses with respect to such taxes
of the Trust.
(w) Dissolution Event. "Dissolution Event" means that, as a result of
an election by the Company, the Trust is to be dissolved in accordance
with the Declaration, and the Subordinated Notes held by the Property
Trustee are to be distributed to the holders of the Trust Securities
pro rata in accordance with the Declaration. In connection with a
Dissolution Event:
(1) Definitive Subordinated Notes may be presented to the
Trustee by the Property Trustee in exchange for a Global
Subordinated Note in an aggregate principal amount equal to
all Definitive Subordinated Notes Outstanding to be registered
in the name of the Depositary, or its nominee, and delivered
by the Trustee to the Depositary for crediting to the accounts
of its participants pursuant to the instructions of the
Regular Trustees. The Company upon any such presentation shall
execute a Global Subordinated Note in such aggregate principal
amount and deliver the same to the Trustee for authentication
and delivery in accordance with the Indenture and this
officers' certificate. Payments on the Subordinated Notes
issued as a Global Subordinated Note will be made to the
Depositary; and
(2) if any Preferred Securities are held in non book-entry
certificated form, Definitive Subordinated Notes may be
presented to the Trustee by the Property Trustee and any
Preferred Security certificate which represents Preferred
Securities other than Preferred Securities held by the
Depositary or its nominee ("Non-Book-Entry Preferred
Securities") will be deemed to represent beneficial interests
in Subordinated Notes presented to the Trustee by the Property
Trustee having an aggregate principal amount equal to the
aggregate liquidation amount of the Non-Book-Entry Preferred
Securities until such Preferred Security certificates are
presented to the Security Registrar for transfer or reissuance
at which time such Preferred Security certificate will be
canceled and a Subordinated Note registered in the name of the
holder of the Preferred Security certificate or the transferee
of the holder of such Preferred Security certificate as the
case may be, with an aggregate principal amount equal to the
aggregate liquidation amount of the Preferred Security
certificate canceled will be executed by the Company and
delivered to the Trustee for authentication and delivery in
accordance with the Indenture and this officers' certificate.
On issue of such Subordinated Notes, Subordinated Notes with
an equivalent aggregate principal amount that were presented
by the Property Trustee to the Trustee will be deemed to have
been canceled.
Each of the undersigned, for himself, states that he has read and is familiar
with the provisions of Article Two of the Indenture (relating to the
establishment of the form of securities representing a series of subordinated
debt securities thereunder) and Article Three of the Indenture (relating to the
establishment of a series of subordinated debt securities thereunder) and, in
each case, the definitions therein and relating thereto; that he is generally
familiar with the other provisions of the Indenture and with the affairs of the
Company and its acts and proceedings, including the Board Resolutions, and that
the statements and opinions made by him in this officers' certificate are based
upon such familiarity; and that, in his opinion, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not the covenants and conditions referred to above have been complied
with as relating to the establishment of the Subordinated Notes.
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IN WITNESS WHEREOF, the undersigned have hereunto signed this certificate on
behalf of the Company as of this 24th day of May, 1999.
BERGEN BRUNSWIG CORPORATION
By: /s/ Donald R. Roden
______________________________
Name: Donald R. Roden
Title: President and Chief Executive
Officer
By: /s/ Art Sida
_______________________________
Name: Art Sida
Title: Assistant Secretary