EXHIBIT 4.32
AMERISOURCE HEALTH CORPORATION
(as successor by merger to Bergen Brunswig Corporation), as Issuer
and
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 1, 2002
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2002, between
AmeriSource Health Corporation, a Delaware corporation ("AmeriSource") and
successor by merger to Bergen Brunswig Corporation, a New Jersey corporation
("Bergen") and J.P. Morgan Trust Company, National Association, as trustee (the
"Trustee").
W I T N E S S E T H :
WHEREAS, Bergen and the Trustee executed an Indenture, dated as of May
14, 1999 (such Indenture, as supplemented being, the "Indenture"), relating to
certain 7-4/5% Trust Preferred Notes (the "Securities");
WHEREAS, in accordance with that certain Agreement and Plan of Merger,
dated as of September 18, 2002, between Bergen and AmeriSource, Bergen shall
merge with and into AmeriSource (the "Merger"), with AmeriSource as the
surviving corporation effective October 1, 2002 (the "Effective Time"), and at
the Effective Time, AmeriSource shall be renamed "AmerisourceBergen Services
Corporation;"
WHEREAS, Section 8.01 of the Indenture requires AmeriSource to
expressly assume the obligations of Bergen under the Indenture in a form
reasonably satisfactory to the Trustee;
WHEREAS, pursuant to and in compliance with Section 8.02 of the
Indenture, effective as of the Effective Time, AmeriSource (renamed as
AmerisourceBergen Services Corporation) shall succeed to, and be substituted
for, and may exercise every right and power of Bergen under the Indenture with
the same effect as if it had been named as the "Company" therein;
WHEREAS, Section 9.01 of the Indenture provides that, without the
consent of any Holders, the Indenture may be amended or supplemented to provide
for the succession of another Person to the Company and the assumption by such
successor of the covenants of the Company in the Indenture and in the
Securities;
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AmeriSource and the Trustee mutually covenant and agree for the
benefit of the Holders of the Securities as follows:
1. Defined Terms. All capitalized terms not defined herein shall have
the meanings assigned to them in the Indenture.
2. Assumption of Obligations by AmeriSource. As of the Effective
Time, AmeriSource (renamed as AmerisourceBergen Services Corporation) hereby:
(i) expressly assumes all of the obligations of Bergen under the Securities and
the Indenture and the performance of every covenant of the Indenture on the part
of Bergen to be performed or
observed and (ii) agrees to succeed to and be substituted for Bergen under the
Indenture with the same effect as if it had been named originally therein as the
Company.
3. Trustee Accepts Provisions of Supplemental Indenture. The Trustee
accepts the provisions of this First Supplemental Indenture upon the terms and
conditions set forth in the Indenture.
4. Ratification of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions of the Indenture shall remain in full force and
effect.
5. Binding Effect. This First Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
6. Governing Law. This First Supplemental Indenture shall be governed
by and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of law.
7. Successors. All agreements of AmeriSource and the Trustee in this
First Supplemental Indenture shall be binding upon their respective successors,
transferees and assigns.
8. Counterparts. This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original, and all of which shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.
AMERISOURCE HEALTH CORPORATION,
a Delaware corporation
By: /s/ William D. Sprague
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Name: William D. Sprague
Title: Vice President, General Counsel and
Secretary
Attest:
By: ____________________
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
By: /s/ James Nagy
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Name: James Nagy
Title: Assistant Vice President
Attest:
By: ____________________
Accepted and Agreed:
BERGEN BRUNSWIG CORPORATION
By: /s/ William D. Sprague
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Name: William D. Sprague
Title: Vice President, General Counsel
and Secretary
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