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EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION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.