Exhibit 4.2






Exhibit 4.2




AMERISOURCEBERGEN CORPORATION




and




each of the Guarantors named herein




$400,000,000




4.875% SENIOR NOTES DUE 2019




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of November 19, 2009




To




INDENTURE




Dated as of November 19, 2009




 






U.S. BANK NATIONAL ASSOCIATION,




as Trustee



 


 









 





TABLE OF CONTENTS


	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	2	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 1.02. Notices, etc., to Trustee and Company
	 	 	19	 
	 
	 	 	 	 
	Section 1.03. Conflict with Trust Indenture Act
	 	 	19	 
	 
	 	 	 	 
	Section 1.04. Effect of Headings and Table of Contents
	 	 	19	 
	 
	 	 	 	 
	Section 1.05. Successors and Assigns
	 	 	20	 
	 
	 	 	 	 
	Section 1.06. Severability Clause
	 	 	20	 
	 
	 	 	 	 
	Section 1.07. Benefits Of Indenture
	 	 	20	 
	 
	 	 	 	 
	Section 1.08. Governing Law
	 	 	20	 
	 
	 	 	 	 
	Section 1.09. Counterparts
	 	 	20	 
	 
	 	 	 	 
	Section 1.10. Immunity of Incorporators, Stockholders, Directors and Officers
	 	 	20	 
	 
	 	 	 	 
	Section 1.11. Qualification of Indenture
	 	 	21	 
	 
	 	 	 	 
	Section 1.12. Relationship with Base Indenture
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 2 THE 2019 NOTES
	 	 	21	 
	 
	 	 	 	 
	Section 2.01. Form of 2019 Note
	 	 	21	 
	 
	 	 	 	 
	Section 2.02. Designation and Principal Terms
	 	 	21	 
	 
	 	 	 	 
	Section 2.03. Denominations
	 	 	22	 
	 
	 	 	 	 
	Section 2.04. Global Form
	 	 	22	 
	 
	 	 	 	 
	Section 2.05. Depositary
	 	 	22	 
	 
	 	 	 	 
	Section 2.06. Execution, Authentication and Delivery, and Dating
	 	 	23	 
	 
	 	 	 	 
	Section 2.07. CUSIP Number
	 	 	24	 
	 
	 	 	 	 
	Section 2.08. Issuance of Additional 2019 Notes
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 3 REMEDIES
	 	 	25	 
	 
	 	 	 	 
	Section 3.01. Events of Default
	 	 	25	 
	 
	 	 	 	 
	Section 3.02. Action by Holders
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 4 SUPPLEMENTAL INDENTURES
	 	 	27	 
	 
	 	 	 	 
	Section 4.01. Supplemental Indentures Without Consent of Securityholders
	 	 	27	 
	 
	 	 	 	 
	Section 4.02. Supplemental Indentures With Consent of Securityholders
	 	 	28	 
	 
	 	 	 	 
	Section 4.03. Execution of Supplemental Indentures
	 	 	29	 
	 
	 	 	 	 
	Section 4.04. Effect of Supplemental Indentures
	 	 	29	 
	 
	 	 	 	 
	Section 4.05. Conformity With Trust Indenture Act
	 	 	29	 
	 
	 	 	 	 
	Section 4.06. Reference in 2019 Notes to Supplemental Indentures
	 	 	29	 






 


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TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 5 COVENANTS
	 	 	30	 
	 
	 	 	 	 
	Section 5.01. Payment of Principal, Premium and Interest
	 	 	30	 
	 
	 	 	 	 
	Section 5.02. Liens
	 	 	30	 
	 
	 	 	 	 
	Section 5.03. Limitation on Sale and Leaseback Transactions
	 	 	30	 
	 
	 	 	 	 
	Section 5.04. Offer to Repurchase Upon Change of Control
	 	 	31	 
	 
	 	 	 	 
	Section 5.05. Additional 2019 Note Guarantees
	 	 	32	 
	 
	 	 	 	 
	Section 5.06. Designation of Restricted and Unrestricted Subsidiaries
	 	 	32	 
	 
	 	 	 	 
	Section 5.07. SEC Reports
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 6 SUCCESSORS
	 	 	33	 
	 
	 	 	 	 
	Section 6.01. Merger, Consolidation or Sale of Assets
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 7 REDEMPTION OF 2019 NOTES BY COMPANY
	 	 	34	 
	 
	 	 	 	 
	Section 7.01. Optional Redemption
	 	 	34	 
	 
	 	 	 	 
	Section 7.02. Mandatory Redemption
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 8 2019 NOTE GUARANTEES
	 	 	34	 
	 
	 	 	 	 
	Section 8.01. Guarantee
	 	 	34	 
	 
	 	 	 	 
	Section 8.02. Limitation on Guarantor Liability
	 	 	35	 
	 
	 	 	 	 
	Section 8.03. Execution and Delivery of 2019 Note Guarantee
	 	 	36	 
	 
	 	 	 	 
	Section 8.04. Guarantors May Consolidate, etc., on Certain Terms
	 	 	36	 
	 
	 	 	 	 
	Section 8.05. Releases
	 	 	37	 
	 
	 	 	 	 





 


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THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and among
AmerisourceBergen Corporation, a Delaware corporation (hereinafter called the “Company”), the
Guarantors (as hereinafter defined) and U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States of America, as trustee
(hereinafter called the “Trustee”), is made and entered into as of this 19th day of November, 2009.



Recitals




The Company has heretofore executed and delivered to the Trustee an indenture, dated as of
November 19, 2009 (as such indenture may be amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof, the “Base Indenture”), providing for the issuance of
the Company’s unsecured debentures, notes, bonds, and other evidences of indebtedness, to be issued
in one or more fully registered series (the “Securities”).



Pursuant to Section 3.01 of the Base Indenture, the Company desires to provide for the
establishment of a new series of Securities under the Base Indenture to be known as its “4.875%
Senior Notes due 2019” (the “2019 Notes”), the form and substance and the terms, provisions and
conditions thereof to be set forth as provided in the Base Indenture and this Supplemental
Indenture.



The Guarantors desire to guarantee the Company’s payment obligations under the 2019 Notes in
the manner set forth herein (each a “2019 Note Guarantee”).



The Company and the Guarantors have requested that the Trustee execute and deliver this
Supplemental Indenture, which is being entered into pursuant to the provisions of Section 9.01 of
the Base Indenture.



All conditions and requirements necessary to make this Supplemental Indenture a valid, binding
and legal instrument in accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly authorized by the
parties hereto.



This Supplemental Indenture shall modify the Base Indenture only with respect to the 2019
Notes and the related 2019 Note Guarantees.



 


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Agreements of the Parties




To set forth or to provide for the establishment of the terms and conditions upon which the
2019 Notes are and are to be authenticated, issued, and delivered, and in consideration of the
premises thereof, and the purchase of the 2019 Notes by the Holders thereof, the Company, the
Guarantors and the Trustee mutually covenant and agree as follows, for the equal and proportionate
benefit of all Holders from time to time of the 2019 Notes:



ARTICLE 1

Definitions and Other Provisions of General Application




Section 1.01. Definitions. For all purposes of this Supplemental Indenture and of any
indenture supplemental hereto, except as expressly provided or unless the context otherwise
requires:



(a) the capitalized terms used in this Supplemental Indenture and not otherwise defined herein
have the meanings assigned to them in the Base Indenture;



(b) all other terms used in this Supplemental Indenture which are not defined in this
Supplemental Indenture or in the Base Indenture and that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein;



(c) all accounting terms not otherwise defined in this Supplemental Indenture have the
meanings assigned to them in accordance with GAAP (as hereinafter defined);



(d) all references in this Supplemental Indenture to designated “Articles”, “Sections” and
other subdivisions are to the designated Articles, Sections and other subdivisions of this
instrument as originally executed, unless the context indicates otherwise. The words “herein”,
“hereof”, and “hereunder” and other words of similar import refer to this Supplemental Indenture as
a whole and not to any particular Article, Section, or other subdivision;




(e) “or” has the inclusive meaning attributable to the phrase “and/or”;




(f) “including” has the inclusive meaning attributable to the phrase “but not limited to”;




(g) words in the singular include the plural, and in the plural include the singular;




(h) provisions apply to successive events and transactions;



(i) references to sections of or rules under the Securities Act will be deemed to include
substitute, replacement or successor sections or rules adopted by the Commission from time to time;
and




(j) “will” shall be interpreted as an express command.



“2019 Note Guarantee” has the meaning assigned to it in the preamble of this Supplemental
Indenture.



“2019 Notes” has the meaning assigned to it in the preamble to this Supplemental Indenture.
The Initial 2019 Notes and the Additional 2019 Notes shall be treated as a single class for
purposes of certain matters specified in this Supplemental Indenture.



“Additional 2019 Notes” means any Securities (other than the Initial 2019 Notes) issued under
this Supplemental Indenture in accordance with Section 2.08 hereof, as part of the same series as
the Initial 2019 Notes.


 


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“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date (or, in the case of either defeasance or
covenant defeasance to a Redemption Date, for the applicable date of deposit with the Trustee of
funds to pay the Redemption Price), plus 25 basis points.



“Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings. No Person (other than the Company or any Subsidiary
of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified
Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries
solely by reason of such Investment.



“Asset Sale” means the sale, lease, conveyance or other disposition of any assets or rights,
other than sales or returns of inventory in the ordinary course of business (provided that the
sale, lease, conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries taken as a whole shall be governed by the provisions of
Section 6.01 hereof).



“Attributable Indebtedness” in respect of a sale and leaseback transaction means, at the time
of determination, the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction including any
period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.



“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.




“Base Indenture” has the meaning set forth in the preamble to this Supplemental Indenture.



“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns”
and “Beneficially Owned” have a corresponding meaning.




“Blanco” means J.M. Blanco, Inc.


 


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“Board of Directors” means (i) with respect to a corporation, the Board of Directors of the
corporation or any authorized committee of the Board of Directors, (ii) with respect to a
partnership, the Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a similar function.



“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of any Person to have been duly adopted by any Board of Directors or any duly authorized
committee thereof and to be in full force and effect on the date of such certification, and
delivered to the Trustee.



“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in the Place of Payment are authorized or obligated by law to close.



“Capital Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.




“Capital Stock” means




(i) in the case of a corporation, corporate stock,



(ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock,



(iii) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited), and



(iv) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person, other than
earnouts.




“Chairman” means the Chairman of any Person’s Board of Directors.




“Change of Control” means the occurrence of any of the following:



(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company
or one of its Subsidiaries;



(b) the consummation of any transaction (including without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3)
of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the
Company, measured by voting power rather than number of shares;


 


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(c) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company or such other Person is converted into
or exchanged for cash, securities or other property, other than any such transaction where the
shares of the Voting Stock of the Company outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
Person immediately after giving effect to such transaction;



(d) the first day on which the majority of the members of the Board of Directors of the
Company cease to be Continuing Directors; or




(e) the adoption of a plan relating to the liquidation or dissolution of the Company.




“Change of Control Offer” has the meaning specified in Section 5.04 hereof.




“Change of Control Payment” has the meaning specified in Section 5.04 hereof.




“Change of Control Payment Date” has the meaning specified in Section 5.04 hereof.



“Change of Control Triggering Event” means the 2019 Notes cease to be rated Investment Grade
by at least two of the three Rating Agencies on any date during the period (the “Trigger Period”)
commencing 60 days prior to the first public announcement by the Company of any Change of Control
(or pending Change of Control) and ending 60 days following consummation of such Change of Control
(which Trigger Period will be extended following consummation of a Change of Control for so long as
any of the Rating Agencies has publicly announced that it is considering a possible ratings
change). Unless at least two of the three Rating Agencies are providing a rating for the 2019 Notes
at the commencement of any Trigger Period, the 2019 Notes will be deemed to have ceased to be rated
Investment Grade by at least two of the three Rating Agencies during that Trigger Period.
Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have
occurred in connection with any particular Change of Control unless and until such Change of
Control has actually been consummated.



“Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 2019
Notes that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the 2019 Notes.



“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such Redemption
Date, as set forth in the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published or does not contain
such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.


 


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“Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus:



(a) an amount equal to any extraordinary loss plus any net loss realized by such Person or any
of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus



(b) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing
such Consolidated Net Income; plus



(c) consolidated interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable
Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or received
pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing
such Consolidated Net Income; plus



(d) depreciation, amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior period) and other
non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the
extent that such depreciation, amortization and other non-cash expenses were deducted in computing
such Consolidated Net Income; plus



(e) all nonrecurring and unusual charges (including, without limitation, restructuring,
shutdown, severance and facility consolidation costs) taken by the Company related to the business
transformation project to implement an enterprise resource planning system; minus



(f) non-cash items increasing such Consolidated Net Income for such period, other than the
accrual of revenue in the ordinary course of business,



in each case, on a consolidated basis and determined in accordance with GAAP.


 


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“Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that:



(a) the Net Income or loss of any Person that is not a Subsidiary or that is accounted for by
the equity method of accounting will be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;



(b) the Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that
Net Income is not at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the terms of its charter
or other governing instrument or any judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders;




(c) the cumulative effect of a change in accounting principles will be excluded;



(d) to the extent deducted in the calculation of Net Income, any non-recurring charges
associated with any premium or penalty paid, write-offs of deferred financing costs or other
financial recapitalization charges in connection with redeeming or retiring any indebtedness prior
to its Stated Maturity will be added back to arrive at Consolidated Net Income; and



(e) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded (except to
the extent distributed to the Company or one of its Restricted Subsidiaries).



“Consolidated Net Worth” means, with respect to any Person, the total of the amounts shown on
such Person’s and its consolidated Subsidiaries’ balance sheet, determined on a consolidated basis
in accordance with GAAP, as of the end of the most recent fiscal quarter for which internal
financial statements are available prior to the taking of any action for purpose of which the
determination is being made, as the sum of (i) the par or stated value of all such Person’s Capital
Stock, plus (ii) paid-in-capital or capital surplus relating to such Capital Stock, plus (iii) any
retained earnings or earned surplus, minus (iv) any accumulated deficit, minus (v) any amounts
attributable to Disqualified Stock.



“Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors on the date of this
Supplemental Indenture or (ii) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.



“Credit Agreement” means the Credit Agreement dated as of November 14, 2006, among the
Company, the lenders party thereto, JPMorgan Chase Bank N.A., as administrative agent, J. P. Morgan
Europe Limited, as London agent, The Bank of Nova Scotia, as Canadian agent and the other financial
institutions party thereto.


 


-7-









 





“Credit Facilities” means, one or more debt facilities, commercial paper facilities, or
capital markets financings, in each case with banks, investment banks, other institutional lenders
or investors or trustees providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables), letters of credit, or capital markets
financings, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.



“Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



“Depositary” means, with respect to the 2019 Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.05 hereof as the Depositary with respect to the 2019
Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provisions of the Base Indenture and this Supplemental Indenture.



“Designated Non-Guarantors” means those certain Domestic Subsidiaries that have been
designated by the Company in an Officers’ Certificate delivered to the Trustee as being Designated
Non-Guarantors; provided that (i) in no event may the Designated Non-Guarantors taken as a whole
hold more than 7.5% of the consolidated assets, or account for more than 5% of the consolidated
revenues or Consolidated Cash Flow, of the Company and its Restricted Subsidiaries, calculated at
the end of each fiscal quarter in accordance with GAAP on a trailing four-quarter basis and (ii) in
no event may any Restricted Subsidiary be designated as a Designated Non-Guarantor at a time when a
default has occurred and is continuing under any indenture or Credit Facility of the Company or any
of its Restricted Subsidiaries. In the event that following any fiscal quarter end, the Restricted
Subsidiaries that have been previously designated as Designated Non-Guarantors, when taken as a
whole, account for more than 5% of such consolidated assets of such fiscal quarter end or more than
7.5% of such consolidated revenues or Consolidated Cash Flow during such fiscal quarter, calculated
in accordance with GAAP on a trailing four-quarter basis, then the Company will cause any one or
more of such Restricted Subsidiaries to become Guarantors within 45 days of such fiscal quarter end
so that the Designated Non-Guarantors will not, when taken as a whole, account for more than the
applicable percentage of any such measures. Notwithstanding the foregoing, Blanco and all
Receivables Subsidiaries will be permitted to be Designated Non-Guarantors, and their assets,
revenues and Consolidated Cash Flow will be disregarded for purposes of the financial tests
required by this definition.



“Disqualified Stock” means, on any date, any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after
the latest date on which the 2019 Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have
the right to require the Company to repurchase such Capital Stock upon the occurrence of a change
of control will not constitute Disqualified Stock if the terms of such repurchase rights are
not more favorable to the holders of such Capital Stock than the covenant set forth in Section 5.04
hereof.


 


-8-









 





“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the
laws of the United States or any state of the United States or the District of Columbia or that
guarantees or otherwise provides direct credit support for any Indebtedness of the Company;
provided that a Restricted Subsidiary with assets having an aggregate fair market value of less
than $100,000 will not be deemed to be a Domestic Subsidiary unless and until it acquires assets
having an aggregate fair market value in excess of that amount.



“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock) and beneficial interests and trusts created by a Receivables Subsidiary.




“Event of Default” has the meaning specified in Section 3.01 hereof.




“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time.



“Global 2019 Note” means a permanent global 2019 Note substantially in the form of Exhibit A
attached hereto that bears the global note legend set forth therein and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary.



“Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness.



“Guarantor” means each of (a) the guarantors listed on the signature pages hereto and (b) any
other Subsidiary that executes a 2019 Note Guarantee in accordance with the provisions of this
Supplemental Indenture, and their respective successors and assigns; in the case of (a) and (b),
other than such guarantors or Subsidiaries that are released pursuant to Sections 8.05 hereof.



“Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under



(i) interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements and



(ii) other agreements or arrangements designed to protect such Person against fluctuations in
interest rates, foreign currency translation and commodity prices.


 


-9-









 





“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:




(a) in respect of borrowed money;



(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);




(c) in respect of banker’s acceptances;




(d) representing Capital Lease Obligations;



(e) representing the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable; or




(f) representing any Hedging Obligations.



If and to the extent any of the preceding items (other than letters of credit) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.



The amount of any Indebtedness outstanding as of any date will be:



(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and



(b) the principal amount of the Indebtedness, together with any interest on the Indebtedness
that is more than 30 days past due, in the case of any other Indebtedness.



Indebtedness shall not include the obligations of any Person resulting from post-closing payment
adjustments to which the seller may become entitled in connection with the purchase by the Company
or any of its Restricted Subsidiaries of any business, to the extent such payment is determined by
a final closing financial statement or such payment depends on the performance of such business
after the closing; provided that at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is
paid within 60 days thereafter.



“Independent Investment Banker” means the Reference Treasury Dealer appointed by the Trustee
after consultation with the Company.



“Initial 2019 Notes” means the first $400,000,000 aggregate principal amount of the 2019 Notes
issued under this Supplemental Indenture on the date hereof.


 


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“Investment” means, with respect to any Person, all direct or indirect investment by such
Person in other Persons (including Affiliates) in the form of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commissions, travel, moving and similar
advances to officers and employees and loans and advances to customers and suppliers made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.



“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor rating category of S&P); and a rating of BBB- or better by Fitch (or its equivalent
under any successor rating category of Fitch).



“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any agreement to give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; in each case, except in connection with any Qualified Receivables
Transaction.



“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



“Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however, (i) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries and (ii)
any extraordinary gain (but not loss), together with any related provision for taxes on such
extraordinary gain (but not loss).




“Non-Recourse Debt” means Indebtedness:



(a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute
Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise or (iii)
constitutes the lender;



(b) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of
its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of
the Indebtedness to be accelerated or payable prior to its Stated Maturity; and



(c) as to which the lenders have been notified in writing that they will not have any recourse
to the stock or assets of the Company or any of its Restricted Subsidiaries.


 


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“Notice of Default” has the meaning specified in Section 3.01(c) hereof.



“Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



“Officer” means, with respect to any Person, such Person’s Chairman, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Assistant Treasurer,
Controller, Secretary or any Vice President of such Person.



“Officers’ Certificate” means a certificate signed by any two of any Person’s Chairman, Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Senior Vice
President, Controller, Treasurer, and any Assistant Treasurer, or by any other officer or officers
of such Person pursuant to an applicable Board Resolution, and delivered to the Trustee.




“Payment Default” has the meaning specified in Section 3.01(f) hereof.




“Permitted Liens” means any of the following:



(a) Liens securing Indebtedness under Credit Facilities or any Hedging Obligations related
thereto, provided, that the foregoing Liens shall constitute Permitted Liens only to the extent
that such Liens secure Indebtedness in an aggregate principal amount outstanding not to exceed, at
the time of determination, 15% of the Company’s Consolidated Net Worth;



(b) Liens on property of a Person existing at the time such Person is merged with or into or
consolidated with or acquired by the Company or any Restricted Subsidiary of the Company; provided
that such Liens were in existence prior to the contemplation of such merger or consolidation or
acquisition and do not extend to any assets other than those of the Person merged into or
consolidated with the Company or the Restricted Subsidiary;



(c) Liens on property existing at the time of acquisition of the property by the Company or
any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition;



(d) Liens to secure the performance of statutory obligations, surety or appeal bonds, bid
bonds, payment bonds, performance bonds or other obligations of a like nature incurred in the
ordinary course of business;




(e) Liens existing on the issue date of the 2019 Notes;




(f) Liens in favor of the Company or the Restricted Subsidiaries;



(g) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other appropriate provision as is
required in conformity with GAAP has been made therefor;


 


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(h) Liens on assets of the Company or any of its Subsidiaries (including Receivables
Subsidiaries) incurred in connection with a Qualified Receivables Transaction;



(i) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted
Subsidiaries;



(j) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or another of its
Restricted Subsidiaries;



(k) Liens on any property or asset acquired by the Company or any of its Restricted
Subsidiaries in favor of the seller of such property or asset and construction mortgages on real
property, in each case, created within twelve months after the date of acquisition, construction or
improvement of such property or asset by the Company or such Restricted Subsidiary to secure the
purchase price or other obligation of the Company or such Restricted Subsidiary to the seller of
such property or asset or the construction or improvement cost of such property in an amount up to
the total cost of the acquisition, construction or improvement of such property or asset; provided
that in each case, such Lien does not extend to any other property or asset of the Company and its
Restricted Subsidiaries;



(l) Liens incurred or pledges and deposits made in connection with workers’ compensation,
unemployment insurance and other social security benefits;



(m) Liens imposed by law, such as mechanics’, carriers’, warehousemen’s, materialmen’s, and
vendors’ Liens, incurred in good faith in the ordinary course of business with respect to amounts
not yet delinquent or being contested in good faith by appropriate proceedings if a reserve or
other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;



(n) financing statements granted with respect to personal property leased by the Company and
its Restricted Subsidiaries pursuant to leases considered operating leases in accordance with GAAP,
provided that such financing statements are granted solely in connection with such leases; and
Liens to secure Capital Lease Obligations in an amount not to exceed the greater of (x) $125.0
million and (y) 3.0% of the Company’s Consolidated Net Worth covering only the assets acquired with
such Indebtedness;



(o) judgment Liens to the extent that such judgments do not cause or constitute a Default or
an Event of Default;



(p) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use
of real property, and defects and irregularities in the title thereto, landlords’ Liens and other
similar Liens and encumbrances none of which interfere materially with the use of the property
covered thereby in the ordinary course of the business of the Company or such Restricted
Subsidiary and which do not, in the opinion of the Company, materially detract from the value of
such properties;


 


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(q) Liens in favor of the United States of America or any state thereof, or any department or
agency or instrumentality or political subdivision of the United States of America or any state
thereof or political entity affiliated therewith, or in favor of any other country, or any
political subdivision thereof, to secure, progress, advance or other payments, or other
obligations, pursuant to any contract or statute, or to secure any Indebtedness incurred for the
purpose of financing all or any part of the cost of acquiring, constructing or improving the
property subject to such Liens (including Liens incurred in connection with pollution control,
industrial revenue or similar financings);



(r) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that
was secured by a Lien permitted under this Supplemental Indenture; provided that any such Lien
shall not extend to or cover any assets or property not securing the Indebtedness so refinanced and
that such refinancing does not, directly or indirectly, result in an increase in the aggregate
amount of secured Indebtedness of the Company and its Restricted Subsidiaries (except to the extent
as a result of the financing of accrued interest on the Indebtedness refinanced and the amount of
all expenses and premiums incurred in connection with such refinancing);



(s) any extension or renewal, or successive extensions or renewals, in whole or in part, of
Liens permitted pursuant to the foregoing clauses (a) through (p) provided that no such extension
or renewal Lien shall (A) secure more than the amount of Indebtedness or other obligations secured
by the Lien being so extended or renewed or (B) extend to any property or assets not subject to the
Lien being so extended or renewed; and



(t) Liens incurred in the ordinary course of business of the Company and its Restricted
Subsidiaries with respect to obligations outstanding at any one time that do not exceed the greater
of (i) $50.0 million and (ii) 1.0% of the Company’s Consolidated Net Worth.



“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness).



“Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



“Qualified Receivables Transaction” means any transaction or series of transactions entered
into by the Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of
a transfer by the Company or any of its Subsidiaries) and (ii) any other Person (in the case of a
transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable
(whether now existing or arising in the future) or inventory of the Company or any of its
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations in respect of such
accounts receivable or inventory, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable or inventory.


 


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“Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P
and Fitch ceases to provide rating services to issuers or investors, the Company may appoint a
replacement for such Rating Agency that is reasonably acceptable to the Trustee.



“Receivables Subsidiary” means a Subsidiary of the Company which engages in no activities
other than in connection with the financing of accounts receivable or inventory and which is
designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary
(a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i)
is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of business in connection
with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any
Subsidiary of the Company in any way other than pursuant to representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction or (iii) subjects any property or asset of the Company or any Subsidiary of
the Company (other than accounts receivable or inventory and related assets as provided in the
definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Company nor any Subsidiary of the
Company has any material contract, agreement, arrangement or understanding other than on terms
customary for securitization of receivables or inventory and (c) with which neither the Company nor
any Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s
financial condition or cause such Subsidiary to achieve certain levels of operating results. Any
such designation by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company
giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing conditions.



“Reference Treasury Dealer” means each of Banc of America Securities LLC, J.P. Morgan
Securities Inc. and one other primary U.S. Government securities dealer in New York City (each, a
“Primary Treasury Dealer”) appointed by the Trustee after consultation with the Company and its
successors; provided, however, that if Banc of America Securities LLC or J.P. Morgan Securities
Inc. shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer.



“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average as determined by the Trustee, of the bid and asked prices of
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m. on the third Business Day preceding such Redemption Date (or, in the case of either legal
defeasance or covenant defeasance prior to a Redemption Date, for the applicable date of deposit
with the Trustee of funds to pay the Redemption Price).


 


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“Remaining Scheduled Payments” means, with respect to any of the 2019 Notes to be redeemed,
the remaining scheduled payments of the principal thereof and interest thereon that would be due
after the related Redemption Date but for such redemption; provided, however, that, if such
Redemption Date is not an Interest Payment Date with respect to such 2019 Notes, the amount of the
next succeeding scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such Redemption Date.



“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



“Securities Act” means the Securities Act of 1933, as amended from time to time, and any
statute successor thereto.



“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such Regulation is in effect on the date of the Supplemental Indenture.



“Specified Indebtedness” means (i) any Indebtedness under the Credit Agreement and any
Indebtedness incurred under Credit Facilities that refinances such Indebtedness or (ii) any Trigger
Indebtedness.



“Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.




“Subsidiary” means, with respect to any specified Person:



(a) any corporation, association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(b) any partnership (i) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (ii) the only general partners of which are that
Person or one or more Subsidiaries of that Person (or any combination thereof).



“Supplemental Indenture” means this First Supplemental Indenture, dated as of the dated
hereof, by and among the Company, the Guarantors and the Trustee, governing the 2019 Notes, as
amended, supplemented or otherwise modified from time to time in accordance with the Base Indenture
and the terms hereof.


 


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“Trigger Indebtedness” means any Indebtedness other than (i) Capital Lease Obligations and
(ii) Indebtedness (other than Capital Lease Obligations) in an aggregate principal amount for all
Domestic Subsidiaries of the Company (other than Blanco and any Receivables Subsidiary) that are
not Guarantors at any time outstanding not to exceed $25 million (the “Original Definition”),
provided, however, that for so long as the Domestic Subsidiaries of the Company (other than Blanco
and any Receivables Subsidiary) that are not Guarantors have as a group in excess of $25 million in
aggregate principal amount of Indebtedness (other than Capital Lease Obligations) outstanding, the
term Trigger Indebtedness shall mean any Indebtedness; provided further, that from and after any
subsequent date that the Domestic Subsidiaries of the Company (other than Blanco and any
Receivables Subsidiary) that are not Guarantors do not have as a group in excess of $25 million in
aggregate principal amount of Indebtedness (other than Capital Lease Obligations) outstanding, the
term Trigger Indebtedness shall mean the Original Definition.



“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only
to the extent that such Subsidiary:




(a) has no Indebtedness other than Non-Recourse Debt;



(b) is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not Affiliates of the Company;



(c) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests
or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to
achieve any specified levels of operating results;



(d) is not guaranteeing or otherwise providing credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; and



(e) has at least one director on its Board of Directors that is not a director or executive
officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer
that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.


 


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Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to
meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Supplemental Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date.
The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is
permitted under this Supplemental Indenture and (ii) no Event of Default would be in existence
following such designation. Notwithstanding the foregoing, Blanco and all Receivables Subsidiaries
will be permitted to be Unrestricted Subsidiaries.



“Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote or readily convertible into Capital Stock of such Person that is entitled
to vote in the election of the Board of Directors of such Person.



 


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Section 1.02. Notices, etc., to Trustee and Company. Any request, order, authorization,
direction, consent, waiver, or other action to be taken by the Trustee, the Company, any Guarantor
or the Holders hereunder (including any Authentication Order), and any notice to be given to the
Trustee, the Company or any Guarantors with respect to any action taken or to be taken by the
Trustee, the Company, any Guarantor or the Holders hereunder, shall be sufficient if made in
writing and delivered electronically or mailed by registered first-class mail postage pre-paid,
return receipt requested, to the following addresses:



If to the Trustee:




U.S. Bank National Association

50 South 16th Street, Suite 2000

Mail Station EX-PA-WBSP

Philadelphia, PA 19102

Attention: George J. Rayzis

Telephone No: (215) 761-9317

Facsimile No: (215) 761-9412



If to the Company and/or any Guarantor:




AmerisourceBergen Corporation

1300 Morris Drive

Chesterbrook, PA 19087

Attention: Vice President and Treasurer

Telephone No: (610) 727-7000

Facsimile No: (610) 727-3600



With a copy to:




Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: James W. McKenzie, Jr., Esq.

Telephone No: (215) 963-5000

Facsimile No: (215) 963-5001



Section 1.03. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the TIA, such required provision shall control.



Section 1.04. Effect of Headings and Table of Contents. The Article and Section headings
herein and the
Table of Contents hereof are for convenience only and shall not affect the construction of any
provision of this Supplemental Indenture.


 


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Section 1.05. Successors and Assigns. All covenants and agreements in this Supplemental
Indenture by the Company or by the Guarantors shall bind their successors and assigns, whether so
expressed or not.



Section 1.06. Severability Clause. In case any provision in this Supplemental Indenture, the
2019 Notes or the 2019 Note Guarantees shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.



Section 1.07. Benefits Of Indenture. Nothing in this Supplemental Indenture, the 2019 Notes
or the 2019 Note Guarantees, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying
Agent, and the Holders (or such of them as may be affected thereby), any benefit or any legal or
equitable right, remedy or claim under this Supplemental Indenture.



Section 1.08. Governing Law. This Supplemental Indenture, the 2019 Notes and the 2019 Note
Guarantees shall be governed by and construed in accordance with the laws of the State of New York.



Section 1.09. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, but all of which
shall together constitute but one and the same instrument.



Section 1.10. Immunity of Incorporators, Stockholders, Directors and Officers. No recourse
shall be had for the payment of the principal of, premium, if any, or the interest, if any, on the
2019 Notes or the 2019 Note Guarantees, or for any claim based thereon, or upon any obligation,
covenant or agreement of this Supplemental Indenture, the 2019 Notes or the 2019 Note Guarantees
against any incorporator, stockholder, member, partner, director, manager, officer or employee, as
such, past, present or future, of the Company, any Guarantor or of any successor corporation to the
Company or such Guarantor, either directly or indirectly through the Company, such Guarantor or any
successor corporation to the Company or such Guarantor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being
expressly agreed and understood that this Supplemental Indenture and all of the 2019 Notes and the
2019 Note Guarantees are solely corporate obligations, and that no personal liability whatever
shall attach to, or is incurred by, any incorporator, stockholder, member, partner, director,
manager, officer or employee, past, present or future, of the Company or any Guarantor or of any
successor corporation to the Company or such Guarantor, either directly or indirectly through the
Company, such Guarantor or any successor corporation to the Company or such Guarantor, because of
the incurring of any Indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Supplemental Indenture or in any of the 2019
Notes or the 2019
Note Guarantees, or to be implied herefrom or therefrom; and that all such personal liability
is hereby expressly released and waived as a condition of, and as part of the consideration for,
the execution of this Supplemental Indenture and the issuance of the 2019 Notes and the 2019 Note
Guarantees.


 


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Section 1.11. Qualification of Indenture. The Company shall qualify Base Indenture, as
amended and supplemented by this Supplemental Indenture, under the Trust Indenture Act.



Section 1.12. Relationship with Base Indenture. The terms and provisions contained in this
Supplemental Indenture will constitute, and are hereby expressly made, a part of the Base Indenture
and the Company, the Guarantors and the Trustee, by their execution and delivery of this
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby;
provided, however, that the provisions of this Supplemental Indenture shall apply solely with
respect to the 2019 Notes and the 2019 Note Guarantees only and that, except as expressly
supplemented hereby with respect to the 2019 Notes and 2019 Note Guarantees, the Base Indenture
shall continue in full force and effect and is in all respects confirmed, ratified and preserved.
To the extent any provision of the Base Indenture conflicts with the express provisions of this
Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be
controlling with respect to the 2019 Notes and the 2019 Note Guarantees.



By execution of this Supplemental Indenture, the Trustee accepts the modification of the Base
Indenture effected hereby with respect to the 2019 Notes and the 2019 Note Guarantees only, and
agrees to execute the trust created by the Base Indenture as supplemented hereby.



Notwithstanding anything contained in this Supplemental Indenture or the Base Indenture to the
contrary, this Supplemental Indenture shall not be deemed to amend or modify the Base Indenture
with respect to any series of Securities that may be issued under the Base Indenture other than the
2019 Notes and the 2019 Note Guarantees.



ARTICLE 2

The 2019 Notes




There is hereby authorized the following new series of Securities:




Section 2.01. Form of 2019 Note and Dating.



(a) The 2019 Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A hereto. The 2019 Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage.




(b) The 2019 Notes shall be dated the date of their authentication.



Section 2.02. Designation and Principal Terms.



(a) The 2019 Notes and related 2019 Note Guarantees are hereby authorized and designated as
the “4.875% Senior Notes due 2019.”



(b) The 2019 Notes shall be in an aggregate principal amount of $400,000,000, shall bear
interest at a rate of 4.875% per annum, shall have a Scheduled Maturity Date of November 15, 2019
and are subject to optional redemption, in whole or in part, at any time prior to the Scheduled
Maturity Date pursuant to the terms set forth in Article 7 hereof. The 2019 Notes shall be
denominated in U.S. dollars.


 


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(c) The date from which interest shall accrue on the 2019 Notes, the Interest Payment Dates of
the 2019 Notes, the Record Date with respect to each payment of interest on the 2019 Notes and all
other terms of the 2019 Notes are set forth in the form of 2019 Note attached hereto as Exhibit A.



(d) The 2019 Notes shall be redeemable at the option of the Company as set forth in Article 7
hereof. Subject to Section 5.04 hereof, the 2019 Notes shall not be redeemable at the option of
the Holders.




(e) The 2019 Notes shall not be entitled to the benefit of any sinking fund.



(f) The 2019 Notes shall be unsecured Senior Indebtedness of the Company and shall rank
equally with all of the Company’s other unsecured Senior Indebtedness outstanding from time to
time.



(g) The terms and provisions contained in the 2019 Notes shall constitute, and are hereby
expressly made, a part of this Supplemental Indenture and the Company, the Guarantors and the
Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby. However, to the extent any provision of the 2019
Notes conflicts with the express provisions of this Supplemental Indenture, the provisions of this
Supplemental Indenture shall govern and be controlling.



Section 2.03. Denominations. The 2019 Notes shall be issuable only in registered form,
without interest coupons, in minimum denominations of $2,000 and any integral multiples of $1,000.



Section 2.04. Global Form. The 2019 Notes shall be issued in global form substantially in
the form of Exhibit A attached hereto (including the legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Each Global 2019 Note shall represent such of
the 2019 Notes then Outstanding as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of the 2019 Notes of the applicable series then
Outstanding from time to time endorsed thereon and that the aggregate principal amount of the 2019
Notes of the applicable series then Outstanding represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global 2019 Note to reflect the amount of any increase or decrease in the aggregate principal
amount of the 2019 Notes of the applicable series then Outstanding represented thereby shall be
made by the Trustee, in accordance with instructions given by the Holder thereof as required by
Section 3.05 of the Base Indenture.



Section 2.05. Depositary. The Company initially appoints The Depository Trust Company
(“DTC”) to act as Depositary with respect to the Global 2019 Notes.


 


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Section 2.06. Execution, Authentication and Delivery, and Dating. The 2019 Notes shall be
executed on behalf of the Company by any two of its Officers under its corporate seal reproduced
thereon and attested by its Secretary or any one of its Assistant Secretaries. Pursuant to Section
8.03 hereof, each 2019 Note Guarantee shall be executed on behalf of the applicable Guarantor by
its President or one of its Vice Presidents. The signature of any of these officers on the 2019
Notes and the 2019 Note Guarantees may be manual or facsimile. The seal of the Company may be in
the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced
on the 2019 Notes. Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of the 2019 Notes that
have been duly authenticated and delivered by the Trustee.



Unless otherwise provided in the 2019 Notes or the 2019 Note Guarantees, all of the 2019 Notes
and the 2019 Note Guarantees shall be dated the date of their authentication.



Any of the 2019 Notes or the 2019 Note Guarantees bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company or any Guarantor shall bind
the Company and such Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such 2019 Notes and 2019 Note
Guarantees or did not hold such offices at the date of such 2019 Notes and 2019 Note Guarantees.



At any time and from time to time after the execution and delivery of this Supplemental
Indenture, the Company may deliver the 2019 Notes and the 2019 Note Guarantees to the Trustee for
authentication, together with an Authentication Order with respect to such 2019 Notes and 2019 Note
Guarantees, and the Trustee shall, upon receipt of such Authentication Order, in accordance with
procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the
provisions hereof and of the Base Indenture, authenticate and deliver such 2019 Notes and 2019 Note
Guarantees to such recipients as may be specified from time to time pursuant to such Authentication
Order. The material terms of such 2019 Notes and 2019 Note Guarantees shall be determinable by
reference to such Authentication Order and procedures. If provided for in such procedures, such
Authentication Order may authorize authentication and delivery of such 2019 Notes and 2019 Note
Guarantees pursuant to oral instructions from the Company, any Guarantor or any duly authorized
agent of the Company or such Guarantor, which instructions shall be promptly confirmed in writing.
In authenticating such 2019 Notes and 2019 Note Guarantees and accepting the additional
responsibilities under this Supplemental Indenture in relation to such 2019 Notes and 2019 Note
Guarantees, the Trustee shall be entitled to receive, and (subject to the provisions of Section
6.05 of the Base Indenture) shall be fully protected in relying upon:



(1) an Officers’ Certificate, certifying as to the authorized forms and terms of the 2019
Notes and the 2019 Note Guarantees; and




(2) an Opinion of Counsel, stating that:



(a) the forms and terms of such 2019 Notes and 2019 Note Guarantees have been established by
and in conformity with the provisions of the Base Indenture and this Supplemental Indenture;
provided that if all such 2019 Notes and 2019 Note Guarantees are not to be issued at the same
time, such Opinion of Counsel may state that such terms will be established in conformity with the
provisions of the Base Indenture and this Supplemental Indenture, subject to any conditions
specified in such Opinion of Counsel; and


 


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(b) such 2019 Notes and 2019 Note Guarantees, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium,
reorganization, and other laws of general applicability relating to or affecting the enforcement of
creditors’ rights and to general principles of equity;



provided, however, that if all of the 2019 Notes and the 2019 Note Guarantees issuable by or
pursuant to a Board Resolution of the Company are not to be originally issued at one time, it shall
not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required
pursuant to this paragraph at or prior to the time of authentication of such 2019 Notes or 2019
Note Guarantees if such documents are delivered at or prior to the time of authentication upon
original issuance of such 2019 Notes or 2019 Note Guarantees to be issued. After the original
issuance of such 2019 Notes or 2019 Note Guarantees to be issued, any separate request by the
Company that the Trustee authenticate such 2019 Notes or 2019 Note Guarantees for original issuance
will be deemed to be a certification by the Company that it is in compliance with all conditions
precedent provided for in the Base Indenture and this Supplemental Indenture relating to the
authentication and delivery of such 2019 Notes and 2019 Note Guarantees.



None of the 2019 Notes or the 2019 Note Guarantees shall be entitled to any benefit under the
Base Indenture or this Supplemental Indenture or be valid or obligatory for any purpose unless
there appears on such 2019 Notes or 2019 Note Guarantees a certificate of authentication executed
by the Trustee by manual signature of an authorized signatory, and such certificate upon any of the
2019 Notes or the 2019 Note Guarantees shall be conclusive evidence, and the only evidence, that
such 2019 Notes or 2019 Note Guarantees have been duly authenticated and delivered hereunder.



Section 2.07. CUSIP Number. The Company in issuing the 2019 Notes may use Committee on
Uniform Security Identification Procedures (“CUSIP”) numbers (if then generally in use), and, if
so, the Trustee will use CUSIP numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the 2019 Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the 2019 Notes, and
any such redemption will not be affected by any defect in or the omission of such numbers. The
Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.



Section 2.08. Issuance of Additional 2019 Notes. The Company will be entitled, upon delivery
of an Officer’s Certificate and an Opinion of Counsel to issue Additional 2019 Notes under this
Supplemental Indenture which will have identical terms as the Initial 2019 Notes issued on the date
hereof, other than with respect to the date of issuance and issue price. The Initial 2019 Notes
issued on the date hereof and any Additional 2019 Notes issued will be treated as a single class
for all purposes under this Supplemental Indenture. With respect to any Additional 2019 Notes, the
Company will set forth in a Board Resolution and an Officer’s Certificate, a copy of each which
will be delivered to the Trustee, the following information:



(a) the aggregate principal amount of such Additional 2019 Notes to be authenticated and
delivered pursuant to this Supplemental Indenture; and




(b) the issue price, the issue date and the CUSIP number of such Additional 2019 Notes.


 


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ARTICLE 3

Remedies




Section 3.01. Events of Default. The definition of “Event of Default” set in the Base
Indenture shall be inapplicable to the 2019 Notes and 2019 Note Guarantees. For all purposes under
this Supplemental Indenture and with respect to the 2019 Notes and 2019 Note Guarantees, “Event of
Default” shall mean any one of the following events:



(a) default in the payment of any interest on the 2019 Notes when it becomes due and payable,
and continuance of such default for a period of 30 days; or



(b) default in the payment of the principal amount of (or premium, if any, on) the 2019 Notes
as and when the same shall become due, either at Stated Maturity, upon redemption, by declaration,
or otherwise; or



(c) default, subject to the provisions of Section 10.06 of the Base Indenture, in the
performance or breach of any covenant or warranty of the Company in the Base Indenture or this
Supplemental Indenture (other than a covenant or warranty a default in the performance of which or
the breach of which is elsewhere in this Section 3.01 specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the 2019 Notes, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or



(d) the entry of an order for relief against the Company or any of its Significant
Subsidiaries or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, under Bankruptcy Law by a court having jurisdiction in the premises or a
decree or order by a court having jurisdiction in the premises adjudging the Company, the
Significant Subsidiary or such group of Restricted Subsidiaries a bankrupt or insolvent under any
other applicable Federal or State law, or the entry of a decree or order approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of
the Company, or any of its Significant Subsidiaries or any group of its Restricted Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary, under Bankruptcy Law or any
other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company, or any of its Significant Subsidiaries or
any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, or of any substantial part of their respective property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 90 consecutive days; or


 


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(e) the consent by the Company, or any of its Significant Subsidiaries or any group of its
Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, to the
institution of bankruptcy or insolvency proceedings against it, or the filing by them of a petition
or answer or consent seeking reorganization or relief under Bankruptcy Law or any other applicable
Federal or State law, or the consent by them to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Company, the Significant Subsidiary or such group of Restricted Subsidiaries or of any
substantial part of their respective property, or the making by it of an assignment for the benefit
of creditors, or the admission by them in writing of their inability to pay their debts generally
as they become due, or the taking of corporate action by the Company, the Significant Subsidiary or
such group of Restricted Subsidiaries in furtherance of any such action;



(f) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.04,
and continuance of such default for a period of 30 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the 2019 Notes of a Notice of Default;



(g) default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of
this Supplemental Indenture, which (i) is caused by the failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”), and (ii) results in the actual
acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been so accelerated,
aggregates $50.0 million or more;



(h) a final judgment or final judgments for the payment of money are entered by a court or
courts of competent jurisdiction against the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such
judgment or judgments remain undischarged for a period (during which execution shall not be
effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the aggregate of
all such undischarged judgments exceeds $50.0 million (net of any amount covered by insurance);



(i) except as permitted by this Supplemental Indenture, any 2019 Note Guarantee is held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under such Guarantor’s 2019 Note Guarantee.



Section 3.02. Action by Holders. All references to “51%” in Section 5.02 (Acceleration of
Maturity; Rescission, and Amendment) and Section 5.07 (Limitation on Suits) of the Base Indenture
shall be replaced with “25%” for purposes of the 2019 Notes.


 


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ARTICLE 4

Supplemental Indentures




Section 4.01. Supplemental Indentures Without Consent of Securityholders. Without the
consent of the Holders of the 2019 Notes, the Company, the Guarantors and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of execution thereof), in form
satisfactory to the Trustee, for any of the following purposes:



(a) to evidence the succession of another corporation to the Company or any Guarantor, or
successive successions, and the assumption by any such successor of the covenants, agreements and
obligations of the Company and such Guarantor pursuant to Article 6 and Section 8.04 hereof; or



(b) to add to the covenants of the Company such further covenants, restrictions or conditions
for the protection of the Holders of the 2019 Notes as the Company and the Trustee shall consider
to be for the protection of the Holders of the 2019 Notes or to surrender any right or power herein
conferred upon the Company; or



(c) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or in any supplemental indenture hereto, or to make
any other provisions with respect to matters or questions arising under this Supplemental Indenture
that do not adversely affect the interests of the Holders of the 2019 Notes in any material
respect; or



(d) to add to this Supplemental Indenture such provisions as may be expressly permitted by the
TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at
the date as of which this instrument is executed or any corresponding provision in any similar
federal statute hereafter enacted; or




(e) to add guarantors or co-obligors with respect to the 2019 Notes; or




(f) to secure the 2019 Notes; or



(g) to add to the rights of the Holders of the 2019 Notes; or



(h) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to the 2019 Notes and to add to or change any of the
provisions of this Supplemental Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 of the
Base Indenture; or




(i) to add any additional Events of Default in respect of the 2019 Notes; or



(j) to comply with the requirements of the Commission in connection with the qualification of
this Supplemental Indenture under the TIA;


 


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(k) to conform the text of this Supplemental Indenture, the 2019 Notes or the 2019 Note
Guarantees to any provision of the “Description of Notes” section of the Company’s Prospectus
Supplement dated November 16, 2009, relating to the initial offering of the 2019 Notes, to the
extent that such provision in the “Description of Notes” was intended to be a verbatim recitation
of a provision of this Supplemental Indenture, the 2019 Notes or the Guarantees; or



(l) to allow any Guarantor to execute a joinder to this Supplemental Indenture and/or a 2019
Note Guarantee with respect to the 2019 Notes.



Section 4.02. Supplemental Indentures With Consent of Securityholders. With the consent of
the Holders of not less than a majority in principal amount of the 2019 Notes, by Act of said
Holders delivered to the Company and the Trustee, the Company, the Guarantors and the Trustee may
from time to time and at any time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Supplemental Indenture or of any supplemental indenture hereto, of modifying in any manner
the rights of the Holders of the 2019 Notes under this Supplemental Indenture, or of modifying the
terms of the 2019 Note Guarantees; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each of the 2019 Notes then Outstanding affected thereby:



(a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or
interest payable on any of the 2019 Notes, or reduce the principal amount thereof, or any amount of
interest or premium payable thereon, or



(b) change the method of computing the amount of principal of any of the 2019 Notes or any
interest payable thereon on any date, or change any Place of Payment where, or the coin or currency
in which, any of the 2019 Notes or any payment of premium or interest thereon is payable, or



(c) impair the right to institute suit for the enforcement of any payment described in clauses
(a) or (b) on or after the same shall become due and payable, whether at Stated Maturity or, in the
case of redemption or repayment, on or after the Redemption Date or the Change of Control Repayment
Date, as the case may be; or



(d) change or waive the redemption or repayment provisions of the 2019 Notes;



(e) reduce the percentage in principal amount of the 2019 Notes then Outstanding, the consent
of whose Holders is required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver of compliance with certain provisions of this Supplemental Indenture or
certain defaults hereunder and their consequences, provided for in this Supplemental Indenture; or



(f) modify any of the provisions of this Section or Sections 5.13 or 10.06 of the Base
Indenture, except to increase any such percentage or to provide that certain other provisions of
this Supplemental Indenture cannot be modified or waived without the consent of the Holder of each
of the 2019 Notes then Outstanding affected thereby; provided, however, that this clause shall not
be deemed to require the consent of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 10.06 of the Base Indenture, or the
deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h) of the
Base Indenture; or


 


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(g) adversely affect the ranking or priority of the 2019 Notes;



(h) release any Guarantor or co-obligor from any of its Obligations under its 2019 Note
Guarantee or this Supplemental Indenture, except in compliance with the terms of this Supplemental
Indenture; or



(i) waive any Event of Default pursuant to Section 3.01(a), Section 3.01(b) or Section 3.01(c)
hereof with respect to the 2019 Notes.



It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



Section 4.03. Execution of Supplemental Indentures. Upon request of the Company and upon
filing with the Trustee of evidence of an Act of Holders as aforementioned, the Trustee and the
Guarantors shall join with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under
the Base Indenture and this Supplemental Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental indenture. In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts created by this Supplemental Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.01 of the Base Indenture) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Supplemental Indenture.



Section 4.04. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Supplemental Indenture shall be and be deemed to be modified and
amended in accordance therewith, and such supplemental indenture shall form a part of this
Supplemental Indenture for all purposes; and the respective rights, limitation of rights, duties,
powers, trusts
and immunities under this Supplemental Indenture of the Trustee, the Company, the Guarantors
and every Holder of the 2019 Notes theretofore or thereafter authenticated and delivered hereunder
shall be determined, exercised and enforced thereunder to the extent provided therein.



Section 4.05. Conformity With Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as then in effect.



Section 4.06. Reference in 2019 Notes to Supplemental Indentures. The 2019 Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any
modification of this Supplemental Indenture contained in any such supplemental indenture may be
prepared and executed by the Company and the Guarantors and authenticated and delivered by the
Trustee in exchange for any of the 2019 Notes then Outstanding.


 


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ARTICLE 5

Covenants




In addition to the covenants set froth in Article 10 of the Base Indenture, the following
additional covenants shall apply with respect to the 2019 Notes.



Section 5.01. Payment of Principal, Premium and Interest. The Company or any Guarantor, for
the benefit of the 2019 Notes, will duly and punctually pay in U.S. Dollars the principal of,
premium, if any, and interest, if any, on the 2019 Notes in accordance with the terms of the 2019
Notes and this Supplemental Indenture. An installment of principal of, premium or interest on such
2019 Notes shall be considered paid on the date it is due if the Trustee or a Paying Agent for such
2019 Notes (other than the Company or an Affiliate of the Company) holds on that date immediately
available funds designated for and sufficient to pay such installment.



Section 5.02. Liens. The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens,
unless (a) in the case of the Company, the 2019 Notes are secured by such Lien equally and ratably
with, or prior to, the Indebtedness secured by such Lien or (b) in the case of any Guarantor, such
Guarantor’s 2019 Note Guarantee is secured by such Lien equally and ratably with, or prior to, the
Indebtedness secured by such Lien.



Notwithstanding the foregoing, any Lien securing the 2019 Notes or the Note Guarantees
pursuant to this covenant shall be automatically and unconditionally released and discharged upon
the release by all holders of the Indebtedness secured by the Lien giving rise to the Lien
securing the 2019 Notes or the 2019 Note Guarantees (including any deemed released upon payment in
full of all obligations under such Indebtedness).



Section 5.03. Limitation on Sale and Leaseback Transactions. The Company will not, and will
not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or any Guarantor may enter into a sale and leaseback transaction if
(i) the Company or such Guarantor, as applicable, could have incurred a Lien to secure such
Indebtedness in an amount equal to Attributable Indebtedness relating to such sale and leaseback
transaction pursuant to the provisions of Section 5.02 hereof and (ii) the gross cash proceeds of
such sale and leaseback transaction are at least equal to the fair market value (as determined in
good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate
delivered to the Trustee) of the property that is the subject of such sale and leaseback
transaction.


 


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Section 5.04. Offer to Repurchase Upon Change of Control.



(a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the 2019 Notes as described in Section 7.01 hereof within 60 days
after the Change of Control Triggering Event, each Holder shall have the right to require the
Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of such
Holder’s 2019 Notes pursuant to the offer described below (the “Change of Control Offer”), at a
purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase (the “Change of Control Payment”), subject to the rights of the
Holders of the 2019 Notes on the relevant Record Date to receive interest due on the relevant
Interest Payment Date. Within 30 days following the date upon which the Change of Control
Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after
public announcement of the pending Change of Control, the Company shall send, by first class mail,
a notice to each Holder of the 2019 Notes, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer, describing the transaction or transactions that
constitute the Change of Control Triggering Event and stating:



(i) that the Change of Control Offer is being made pursuant to this Section 5.04 and that all
2019 Notes tendered will be accepted for payment;



(ii) the purchase price and the purchase date, which shall be no earlier than 30 Business Days
and no later than 60 Business Days from the date such notice is mailed, other than as may be
required by law (the “Change of Control Payment Date”);




(iii) that any 2019 Note not tendered will continue to accrue interest;



(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all
2019 Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Payment Date;



(v) that Holders electing to have any 2019 Notes purchased pursuant to a Change of Control
Offer will be required to surrender the 2019 Notes, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the 2019 Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date;



(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives,
not later than the close of business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile or other electronic transmission or letter setting forth
the name of the Holder, the principal amount of 2019 Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the 2019 Notes purchased; and



(vii) that Holders whose 2019 Notes are being purchased only in part will be issued new 2019
Notes equal in principal amount to the unpurchased portion of the 2019 Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.



The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of 2019 Notes in connection with a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict
with this Section 5.04, the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section 5.04 by virtue of such
conflict.


 


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(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept
for payment all 2019 Notes or portions thereof properly tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all 2019 Notes or portions thereof properly tendered and (iii) deliver or cause to be
delivered to the Trustee (by book entry) the 2019 Notes properly accepted together with an
Officers’ Certificate stating the aggregate principal amount of 2019 Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each Holder of 2019 Notes
properly tendered the Change of Control Payment for such 2019 Notes, and the Trustee shall promptly
cause to be transferred by book entry to each Holder an interest in the 2019 Notes equal in
principal amount to any unpurchased portion of the 2019 Notes surrendered by such Holder, if any;
provided, that each such 2019 Note shall be in a principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date.



The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 5.04 and all other
provisions of this Supplemental Indenture applicable to a Change of Control Offer made by the
Company and purchases all 2019 Notes properly tendered and not withdrawn under such Change of
Control Offer.



Section 5.05. Additional 2019 Note Guarantees. Any Domestic Subsidiary of the Company (other
than Blanco or any Receivables Subsidiary) which incurs, has outstanding or guarantees any
Specified Indebtedness shall, simultaneously with such incurrence or guarantee (or, if the Domestic
Subsidiary has outstanding or guarantees Specified Indebtedness at the time of its creation or
acquisition, at the time of such creation or acquisition) shall become a Guarantor and execute and
deliver to the Trustee a 2019 Note Guarantee and a joinder to this Supplemental Indenture pursuant
to which such Subsidiary shall agree to guarantee the Company’s obligations under the 2019 Notes,
except for all Subsidiaries that have properly been designated as Unrestricted Subsidiaries or
Designated Non-Guarantors in accordance with this Supplemental Indenture for so long as they
continue to constitute Unrestricted Subsidiaries or Designated Non-Guarantors. The form of such
2019 Note Guarantee and such joinder to this Supplemental Indenture is attached hereto as Exhibit B
and Exhibit C, respectively.



Section 5.06. Designation of Restricted and Unrestricted Subsidiaries. The Board of
Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if that designation would not cause a Default. The Board of Directors of the Company may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.


 


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Section 5.07.SEC Reports. Whether or not required the Company is required by the rules and
regulations of the Commission, so long as any 2019 Notes are outstanding, the Company will file a
copy of:



(i) all quarterly and annual financial information required to be contained in a filing with
the SEC on Forms 10-Q and 10-K; and




(ii) all current reports required to be filed with the SEC on Form 8-K;





with the Commission for public availability within the time periods specified in the Commission’s
rules and regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon request.



ARTICLE 6

Successors




Section 6.01. Merger, Consolidation or Sale of Assets. The Company shall not, directly or
indirectly, consolidate or merge with or into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one
or more related transactions to, another Person, unless:



(a) either the Company is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a corporation,
limited liability company or limited partnership organized or existing under the laws of the United
States, any state thereof or the District of Columbia and, if such entity is not a corporation, a
co-obligor of the 2019 Notes is a corporation organized or existing under any such laws;



(b) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition
shall have been made assumes all the obligations of the Company under the 2019 Notes and this
Supplemental Indenture, and to the extent applicable to the 2019 Notes, the Base Indenture,
pursuant to agreements reasonably satisfactory to the Trustee;



(c) immediately after giving effect to such transaction, no Default or Event of Default shall
have happened and be continuing; and



(d) the Company has delivered to the Trustee an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, conveyance or transfer and any assumption permitted or required by
this Article complies with the provisions of this Article.



The provisions of this Section 6.01 shall not apply to a sale, merger, assignment, transfer,
conveyance or other disposition of assets between or among the Company and any of its Restricted
Subsidiaries.


 


-33-









 





ARTICLE 7

Optional Redemption of 2019 Notes by Company





Section 7.01. Optional Redemption.



(a) The Company shall have the option to redeem the 2019 Notes, in whole or in part at any
time and from time to time, at a Redemption Price (expressed as percentage of principal amount)
equal to the greater of:




(i) 100% of the principal amount thereof; or



(ii) as determined by an Independent Investment Banker, the sum of the present values of the
Remaining Scheduled Payments discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate;



in each case, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date.



Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the 2019 Notes or portion thereof called for redemption.



(b) Any redemption pursuant to this Section 7.01 shall be made pursuant to the provisions of
Section 11.01 through Section 11.07 of the Base Indenture.



Section 7.02. Mandatory Redemption. Except as set forth above in Section 5.04 hereof, the
Company shall not be required to make mandatory redemption or sinking fund payments with respect to
the 2019 Notes.



ARTICLE 8

2019 Note Guarantees




Section 8.01. Guarantee. Subject to this Article 8, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of the 2019 Notes authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Supplemental Indenture, the 2019 Notes and the obligations of
the Company hereunder or thereunder, that:



(a) the principal of and interest on the 2019 Notes will be promptly paid in full when due,
whether at Stated Maturity, by acceleration, redemption, mandatory repurchase or otherwise, and
interest on the overdue principal of and interest on the 2019 Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and thereof; and



(b) in case of any extension of time of payment or renewal of any 2019 Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated Maturity, by acceleration, redemption,
mandatory repurchase or otherwise.


 


-34-









 





Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a Guarantee of payment and not a Guarantee of
collection.



The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the 2019 Notes or this Supplemental Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the 2019 Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of any Guarantor. Each Guarantor waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that this 2019 Note Guarantee shall not be discharged except by
complete performance of the obligations contained in the 2019 Notes and this Supplemental
Indenture.



If any Holder or the Trustee is required by any court or otherwise to return to the Company,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or
such Holder, this 2019 Note Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.



Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 5.02 of the Base Indenture
or Section 3.01 hereof for the purposes of this 2019 Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as
provided in Section 5.02 of the Base Indenture or Section 3.01 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of
this 2019 Note Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the 2019 Note Guarantee.



Section 8.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of
2019 Notes, each Holder, hereby confirms that it is the intention of all such parties that the 2019
Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to any 2019 Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of any Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this
Article 8, result in the obligations of such Guarantor under its 2019 Note Guarantee not
constituting a fraudulent transfer or conveyance.


 


-35-









 





Section 8.03. Execution and Delivery of 2019 Note Guarantee. To evidence its 2019 Note
Guarantee set forth in Section 8.01, each Guarantor hereby agrees that a notation of such 2019 Note
Guarantee substantially in the form included in Exhibit B shall be endorsed by an Officer of such
Guarantor on each 2019 Note authenticated and delivered by the Trustee and that this Supplemental
Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice
Presidents.



Each Guarantor hereby agrees that its 2019 Note Guarantee as set forth in Section 8.01 shall
remain in full force and effect notwithstanding any failure to endorse on each 2019 Note a notation
of such 2019 Note Guarantee.



If an Officer whose signature is on this Supplemental Indenture or on the 2019 Note Guarantee
no longer holds that office at the time the Trustee authenticates the 2019 Note on which a 2019
Note Guarantee is endorsed, the 2019 Note Guarantee shall be valid nevertheless.



The delivery of any 2019 Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the 2019 Note Guarantee set forth in this Supplemental Indenture
on behalf of the Guarantors.



In the event that the Company creates or acquires any new Subsidiaries subsequent to the date
of this Supplemental Indenture, the Company shall cause such Subsidiaries to execute a joinder to
this Supplemental Indenture in substantially the form of Exhibit C hereto and 2019 Note Guarantees
in accordance with this Article 8, to the extent applicable.



Section 8.04. Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise
provided in Section 8.05, no Guarantor may sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor unless:



(a) subject to Section 8.05 hereof, the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation or merger (if other than a
Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the Trustee or by
operation of law, under the 2019 Notes, this Supplemental Indenture and the 2019 Note Guarantee on
the terms set forth herein or therein; and



(b) immediately after giving effect to such transaction, no Default or Event of Default
exists.


 


-36-









 





In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by operation of law or by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the 2019 Note Guarantee endorsed upon the 2019
Notes and the due and punctual performance of all of the covenants and conditions of this
Supplemental Indenture to be performed by the Guarantor, such successor Person shall succeed to and
be substituted for the Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of the 2019 Note
Guarantees to be endorsed upon all of the 2019 Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the 2019 Note Guarantees so
issued shall in all respects have the same legal rank and benefit under this Supplemental Indenture
as the 2019 Note Guarantees theretofore and thereafter issued in accordance with the terms of this
Supplemental Indenture as though all of such 2019 Note Guarantees had been issued at the date of
the execution hereof.



Except as set forth in Articles 8 and 10 of the Base Indenture and Articles 5 and 6 hereof,
and notwithstanding clauses (a) and (b) above, nothing contained in this Supplemental Indenture or
in any of the 2019 Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.



Section 8.05. Releases.



A Guarantor will be released and relieved of its obligations under the 2019 Note Guarantee
upon the occurrence of any of the events set forth in this Section 8.05.



(a) In the event of a sale or other disposition of all of the assets of such Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock
of such Guarantor, in each case to a Person that is not (either before or after giving effect to
such transactions) a Subsidiary of the Company if, after giving effect to such transaction, neither
the Person acquiring such Capital Stock nor such Guarantor has outstanding or guarantees any
Specified Indebtedness, then such Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved of its obligations
under its 2019 Note Guarantee.



(b) In the event the Company designates such Guarantor to be an Unrestricted Subsidiary in
accordance with this Supplemental Indenture, such Guarantor shall be released and relieved of its
obligations under its 2019 Note Guarantee.



(c) In the event such Guarantor shall cease (or simultaneously with the release of its
Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness, such
Guarantor shall be released and relieved of its obligations under its 2019 Note Guarantee.


 


-37-









 





Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Supplemental Indenture, or upon delivery by the Company to the Trustee
of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or
simultaneously with the release of its 2019 Note Guarantee hereunder shall cease) to have
outstanding or guarantee any Specified Indebtedness or that the applicable Guarantor has been
designated as an Unrestricted Subsidiary in accordance with the provisions of this Supplemental
Indenture, the Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its 2019 Note Guarantee.



Any Guarantor not released from its obligations under its 2019 Note Guarantee shall remain
liable for the full amount of principal of and interest on the 2019 Notes and for the other
obligations of any Guarantor under this Supplemental Indenture as provided in this Article.



[Signature Pages Follow]





 


-38-











 





IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested; all as of the
day and year first written above.



	 	 	 	 	 
	 	COMPANY:




AMERISOURCEBERGEN CORPORATION

 	 
	 	By:  	/s/ J. F. Quinn
 	 
	 	 	Name:  	J. F. Quinn 	 
	 	 	Title:  	Vice President and Corporate Treasurer 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John G. Chou	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John G. Chou	 	 
	 

	 	Title:
	 	Senior Vice President, General Counsel and Secretary	 	 









 


 









 







GUARANTORS:



AMBULATORY PHARMACEUTICAL SERVICES, INC.

AMERISOURCE HEALTH SERVICES CORPORATION

AMERISOURCEBERGEN DRUG CORPORATION

AMERISOURCEBERGEN HOLDING CORPORATION

AMERISOURCEBERGEN SERVICES CORPORATION

AMERISOURCEBERGEN SPECIALTY GROUP, INC.

ANDERSON PACKAGING, INC.

APS ENTERPRISES HOLDING COMPANY, INC.

ASD SPECIALTY HEALTHCARE, INC.

AUTOMED TECHNOLOGIES, INC.

BELLCO DRUG CORP.

CLINICAL OUTCOMES RESOURCE APPLICATION CORPORATION

DIALYSIS PURCHASING ALLIANCE, INC.

HEALTH SERVICES CAPITAL CORPORATION

I.G.G. OF AMERICA, INC.

IHS ACQUISITION XXX, INC.

IMEDEX, LLC

INTEGRATED COMMERCIALIZATION SOLUTIONS, INC.

LIBERTY ACQUISITION CORP.

MEDICAL INITIATIVES, INC.

PHARM PLUS ACQUISITION, INC.

SOLANA BEACH, INC.

SPECIALTY PHARMACY, INC.

SPECIALTY PHARMACY OF CALIFORNIA, INC.

TELEPHARMACY SOLUTIONS, INC.

THE LASH GROUP, INC.

US BIOSERVICES CORPORATION

VALUE APOTHECARIES, INC.

XCENDA, LLC




	 	 	 	 	 
	 	By:  	/s/ J. F. Quinn
 	 
	 	 	Name:  	J. F. Quinn 	 
	 	 	Title:  	Vice President and Corporate Treasurer 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John G. Chou	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John G. Chou	 	 
	 

	 	Title:
	 	Senior Vice President, General Counsel and Secretary	 	 







 


 









 





	 	 	 	 	 
	 	AMERISOURCE HERITAGE CORPORATION

 	 
	 	By:  	/s/ Daniel T. Hirst
 	 
	 	 	Name:  	Daniel T. Hirst 	 
	 	 	Title:  	Vice President and Treasurer 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John G. Chou	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John G. Chou	 	 
	 

	 	Title:
	 	Senior Vice President, General Counsel and Secretary	 	 






	 	 	 	 	 
	 	INTERNATIONAL PHYSICIAN NETWORKS, L.L.C.

 	 
	 	By:  	/s/ John G. Chou
 	 
	 	 	Name:  	John G. Chou 	 
	 	 	Title:  	Senior Vice President, General Counsel and Secretary 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Diana P. Dunphy	 	 
	 	 	 	 	 
	 

	 	Name:

Title:
	 	Diana P. Dunphy 

Assistant Secretary	 	 






	 	 	 	 	 
	 	PHARMACY HEALTHCARE SOLUTIONS, LTD.
 

 	 
	 	BY:  	VALUE APOTHECARIES, INC.,

AS GENERAL PARTNER
 	 



	 	 	 	 	 
	 	By:  	/s/ J. F. Quinn
 	 
	 	 	Name:  	J. F. Quinn 	 
	 	 	Title:  	Vice President and Corporate Treasurer 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John G. Chou	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John G. Chou	 	 
	 

	 	Title:
	 	Senior Vice President, General Counsel and Secretary	 	 








 


 









 





	 	 	 	 	 
	 	TRUSTEE:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ George J. Rayzis
 	 
	 	 	Name:  	George J. Rayzis 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ C. Hromych	 	 
	 	 	 	 	 
	 

	 	Name:
	 	C. Hromych	 	 
	 

	 	Title:
	 	Vice President	 	 







 


 









 





[Notary Pages Omitted]



 


 









 





EXHIBIT A



FORM OF
2019 NOTE

(Face of 2019 Note)




THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE, TOGETHER WITH ALL
SUPPLEMENTAL INDENTURES THERETO, GOVERNING THIS GLOBAL NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 3.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 3.05 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



Registered




	 	 	 	 	 	 	 
	 

	 	CUSIP No.	 	 	 	 
	 

	 	ISIN No.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	No.               
	$	 	 	 






AMERISOURCEBERGEN CORPORATION




promises to pay to CEDE & CO., or registered assigns,

the principal sum of
                     on November 15, 2019

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated:



	 	 	 	 	 
	 	AMERISOURCEBERGEN CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


A-1









 





	 	 	 	 	 	 
	Date of Authentication: 	 	 
	 
	 	 	 	 	 
	This is one of the Global 2019 Notes
referred to in the within-mentioned
Supplemental Indenture:	 	 
	 
	 	 	 	 	 
	Dated:	 	 
	 
	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	Name: 	 	 	 
	 

	 	Title:	 	 	 





 


A-2









 





(Back of 2019 Note)




4.875% Senior Notes due 2019




Capitalized terms used herein have the meanings assigned to them in the Supplemental Indenture
referred to below unless otherwise indicated.



1. Interest. AmerisourceBergen Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this 2019 Note at 4.875% per annum from the
date hereof until maturity. The Company will pay interest semi-annually on May 15 and November 15
of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each
an “Interest Payment Date”). Interest on the 2019 Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this 2019 Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest will accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date will be May 15, 2010. The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
at the rate equal to the then applicable interest rate on the 2019 Notes to the extent lawful; it
will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.



2. Method of Payment. The Company will pay interest on the 2019 Notes (except
defaulted interest) to the Persons who are registered Holders of 2019 Notes at the close of
business on the May 1 or November 1 next preceding the Interest Payment Date, even if such 2019
Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 3.07 of the Base Indenture with respect to defaulted interest. Principal,
premium, if any, and interest on the 2019 Notes will be payable at the office or agency of the
Paying Agent and Registrar within the City of Philadelphia in the Commonwealth of Pennsylvania or,
at the option of the Company, payment of interest may be made by check mailed to the Holders of the
2019 Notes at their respective addresses set forth in the register of Holders of 2019 Notes;
provided that all payments of principal, premium and interest with respect to 2019 Notes, the
Holders of which have given wire transfer instructions to the Trustee, will be required to be made
by wire transfer of immediately available funds to the accounts specified by the Holders thereof.
Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.



3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee
under the Indenture (as defined below), will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.


 


A-3









 





4. Indenture. This 2019 Note is one of a duly authenticated series of securities of
the Company issued and to be issued in one or more series under an indenture (the “Base
Indenture”), dated as of November 19, 2009, between the Company and the Trustee, as
supplemented and amended by the First Supplemental Indenture (the “Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), dated as of November 19, 2009, among the
Company, the Guarantors and the Trustee. The terms of the 2019 Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The 2019 Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this 2019 Note conflicts with the express provisions of the Indenture, the provisions
of this 2019 Note will govern and be controlling. The Company will be entitled to issue Additional
2019 Notes pursuant to Section 2.08 of the Supplemental Indenture.



5. Optional Redemption. (a) The Company shall have the option to redeem the 2019
Notes, in whole or in part at any time and from time to time, at a Redemption Price (expressed as
percentage of principal amount) equal to the greater of:




(i) 100% of the principal amount thereof; or



(ii) as determined by an Independent Investment Banker, the sum of the present values of the
Remaining Scheduled Payments discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate;



in each case plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date.



Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the 2019 Notes or portion thereof called for redemption.



(b) Any redemption pursuant to this paragraph shall be made pursuant to the provisions of
Section 11.01 through Section 11.07 of the Base Indenture.



6. Mandatory Redemption. Except as set forth in Paragraph 7 below, the Company shall
not be required to make mandatory redemption or sinking fund payments with respect to the 2019
Notes.



7. Repurchase at Option of Holder. Upon the occurrence of a Change of Control
Triggering Event, unless the Company has exercised its right to redeem the 2019 Notes as described
in Paragraph 5 hereof within 60 days after the Change of Control Triggering Event, each Holder
shall have the right to require the Company to purchase all or a portion (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s 2019 Notes (the “Change of Control
Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights
of the Holders of the 2019 Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control
Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after
public announcement of the pending Change of Control, the Company shall send, by first class mail,
a notice to each Holder of the 2019 Notes, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer, describing
the transaction or transactions that constitute the Change of Control Triggering Event and
setting forth the procedures governing the Change of Control Offer as required by Section 5.04 of
the Supplemental Indenture.


 


A-4









 





8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose 2019 Notes are to be redeemed at
its registered address. 2019 Notes in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the 2019 Notes held by a Holder are to be
redeemed. Subject to any conditions precedent that may be applicable, on and after the Redemption
Date interest ceases to accrue on 2019 Notes or portions thereof called for redemption.



9. Denominations, Transfer, Exchange. The 2019 Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 2019 Notes
may be transferred or exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or transfer any 2019 Note or portion of a 2019 Note
selected for redemption, except for the unredeemed portion of any 2019 Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any 2019 Notes for a period of 15
days before a selection of 2019 Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.



10. Persons Deemed Owners. The registered Holder of a 2019 Note may be treated as its
owner for all purposes.




11. Amendment, Supplement and Waiver.



(a) The Base Indenture may be amended as provided therein. Subject to certain exceptions, the
Supplemental Indenture, the 2019 Note Guarantees or the 2019 Notes may be amended or supplemented
with the consent of the Holders of not less than a majority in principal amount of the 2019 Notes
(including Additional 2019 Notes under the Supplemental Indenture, if any). The Holders of not
less than a majority in principal amount of the 2019 Notes (including Additional 2019 Notes, if
any) may waive any past default with respect to the 2019 Notes and its consequences, except a
default not theretofore cured in the payment of principal, premium, if any, or interest, if any, on
the 2019 Notes (except a payment default resulting from an acceleration that has been rescinded),
or in respect of a covenant or provision in Article 4 of the Supplemental Indenture that cannot be
modified or amended without the consent of the Holder of each 2019 Note.



(b) Without the consent of any Holder of a 2019 Note, the Supplemental Indenture, the 2019
Note Guarantees or the 2019 Notes may be amended or supplemented:



(i) to evidence the succession of another corporation to the Company or any Guarantor, or
successive successions, and the assumption by any such successor of the covenants, agreements and
obligations of the Company and such Guarantor pursuant to Article 6 and Section 8.04 of the
Supplemental Indenture; or


 


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(ii) to add to the covenants of the Company such further covenants, restrictions or conditions
for the protection of the Holders of the 2019 Notes as the Company and the Trustee shall consider
to be for the protection of the Holders of the 2019 Notes or to surrender any right or power
therein conferred upon the Company; or



(iii) to cure any ambiguity, to correct or supplement any provision therein which may be
inconsistent with any other provision therein or in any supplemental indenture thereto, or to make
any other provisions with respect to matters or questions arising under the Supplemental Indenture
that do not adversely affect the interests of the Holders of the 2019 Notes in any material
respect; or



(iv) to add to the Supplemental Indenture such provisions as may be expressly permitted by the
TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at
the date as of which this instrument is executed or any corresponding provision in any similar
federal statute hereafter enacted; or




(v) to add guarantors or co-obligors with respect to the 2019 Notes; or




(vi) to secure the 2019 Notes; or




(vii) to add to the rights of the Holders of the 2019 Notes; or



(viii) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to the 2019 Notes and to add to or change any of the
provisions of the Supplemental Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 of the
Base Indenture; or




(ix) to add any additional Events of Default in respect of the 2019 Notes; or



(x) to comply with the requirements of the Commission in connection with the qualification of
the Supplemental Indenture under the TIA; or



(xi) to conform the text of the Supplemental Indenture, the 2019 Notes or the 2019 Note
Guarantees to any provision of the “Description of Notes” section of the Company’s Prospectus
Supplement dated November 16, 2009, relating to the initial offering of the 2019 Notes, to the
extent that such provision in the “Description of Notes” was intended to be a verbatim recitation
of a provision of the Supplemental Indenture, the 2019 Notes or the Guarantees; or



(xii) to allow any Guarantor to execute a joinder to the Supplemental Indenture and/or a 2019
Note Guarantee with respect to the 2019 Notes.



12. Defaults and Remedies. Events of Default include:



(i) default in the payment of any interest on the 2019 Notes when it becomes due and payable,
and continuance of such default for a period of 30 days; or


 


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(ii) default in the payment of the principal amount of (or premium, if any, on) the 2019 Notes
as and when the same shall become due, either at Stated Maturity, upon redemption, by declaration,
or otherwise; or



(iii) default, subject to the provisions of Section 10.06 of the Base Indenture, in the
performance or breach of any covenant or warranty of the Company in the Base Indenture or the
Supplemental Indenture (other than a covenant or warranty a default in the performance of which or
the breach of which is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the 2019 Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



(iv) the entry of an order for relief against the Company or any of its Significant
Subsidiaries or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, under Bankruptcy Law by a court having jurisdiction in the premises or a
decree or order by a court having jurisdiction in the premises adjudging the Company, the
Significant Subsidiary or such group of Restricted Subsidiaries a bankrupt or insolvent under any
other applicable Federal or State law, or the entry of a decree or order approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of
the Company, or any of its Significant Subsidiaries or any group of its Restricted Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary, under Bankruptcy Law or any
other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company, or any of its Significant Subsidiaries or
any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, or of any substantial part of their respective property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 90 consecutive days; or



(v) the consent by the Company, or any of its Significant Subsidiaries or any group of its
Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, to the
institution of bankruptcy or insolvency proceedings against it, or the filing by them of a petition
or answer or consent seeking reorganization or relief under Bankruptcy Law or any other applicable
Federal or State law, or the consent by them to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Company, the Significant Subsidiary or such group of Restricted Subsidiaries or of any
substantial part of their respective property, or the making by it of an assignment for the benefit
of creditors, or the admission by them in writing of their inability to pay their debts generally
as they become due, or the taking of corporate action by the Company, the Significant Subsidiary or
such group of Restricted Subsidiaries in furtherance of any such action;


 


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(vi) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.04
of the Supplemental Indenture, and continuance of such default for a period of 30 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
2019 Notes of a Notice of Default;



(vii) default under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date
of the Supplemental Indenture, which (i) is caused by the failure to pay principal of, or interest
or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default (a “Payment Default”), and (ii) results in the actual
acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been so accelerated,
aggregates $50.0 million or more;



(viii) a final judgment or final judgments for the payment of money are entered by a court or
courts of competent jurisdiction against the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such
judgment or judgments remain undischarged for a period (during which execution shall not be
effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the aggregate of
all such undischarged judgments exceeds $50.0 million (net of any amount covered by insurance);



(ix) except as permitted by the Supplemental Indenture, any 2019 Note Guarantee is held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under such Guarantor’s 2019 Note Guarantee.



If any Event of Default occurs and is continuing, the Trustee may declare all the 2019 Notes
to be due and payable immediately, and upon receipt of written instructions from the Holders of at
least 25% in principal amount of the then outstanding 2019 Notes, the Trustee will declare all the
2019 Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the Company or any
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law, all
outstanding 2019 Notes will become due and payable without further action or notice. Holders may
not enforce the Supplemental Indenture or the 2019 Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal amount of the 2019
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the 2019 Notes notice of any continuing Default or Event of Default if it determines
that withholding notice is in their interest, except a Default or Event of Default relating to the
payment of principal or interest. The Holders of a majority in aggregate principal amount of the
2019 Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the
2019 Notes waive any existing Default or Event of Default and its consequences under the
Supplemental Indenture except a continuing Default or Event of Default in the payment of interest
on, or the principal of, the 2019 Notes or as otherwise provided under Section 11. The Company is
required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


 


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13. Trustees Dealings With Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



14. No Recourse Against Others. A director, officer, employee, incorporator or
stockholder, of the Company or any Guarantor, as such, shall not have any liability for any
obligations of the Company or the Guarantors under the 2019 Notes, the 2019 Note Guarantees or the
Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of 2019 Notes by accepting a 2019 Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the 2019 Notes.



15. Authentication. This 2019 Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.



16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM 
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the 2019 Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the 2019
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon. The Company will furnish to any Holder upon written request
and without charge a copy of the Base Indenture, the Supplemental Indenture and the Guarantees.
Requests may be made to:



AmerisourceBergen Corporation

1300 Morris Drive

Chesterbrook, Pennsylvania 19087-5594

Attention: Vice President and Treasurer



 


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ASSIGNMENT FORM





To assign this 2019 Note, fill in the form below:



(I) or (we) assign and transfer this 2019 Note to:                                                          
                       
                    
                    




(Insert assignee’s legal name)




 




(Insert assignee’s social security or tax identification number)




 





 





 





 




(Print or type assignee’s name, address and zip code)




and irrevocably appoint                                                             
                    
to transfer this 2019 Note on the books of the Company. The agent may substitute another to act for
him.



Date:                                         




	 	 	 	 	 	 	 
	 	 	Your Signature:
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of this 2019 Note)
	 
	 	 	 	 	 	 
	 	 	Tax Identification Number:
 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:
 	 	 	 	 
	 	 	 	 






Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


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OPTION OF HOLDER TO ELECT PURCHASE




If you want to elect to have this 2019 Note purchased by the Company pursuant to Section 5.04
of the Supplemental Indenture, check the box below:



o Section 5.04




If you want to elect to have only part of the 2019 Note purchased by the Company pursuant to
Section 5.04 of the Supplemental Indenture, state the amount you elect to have purchased:



$                    




Date:                     




	 	 	 	 	 	 	 
	 	 	Your Signature:	 	 	 	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of this 2019 Note)
	 
	 	 	 	 	 	 
	 	 	Tax Identification Number:
 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:
 	 	 	 	 
	 	 	 	 






Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *




The following exchanges of a part of this Global 2019 Note for an interest in another Global
2019 Note or for note in definitive form, or exchanges of a part of another Global 2019 Note or
note in definitive form for an interest in this Global 2019 Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	decrease in	 	 	Amount of Increase	 	 	of this Global 2019	 	 	Signature of	 
	 	 	Principal Amount	 	 	in Principal	 	 	Note following such	 	 	authorized officer	 
	 	 	of this Global 2019	 	 	Amount of this	 	 	decrease	 	 	of Trustee or 2019	 
	Date of Exchange	 	Note	 	 	Global 2019 Note	 	 	 (or increase)	 	 	Note Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








	 	 	 
	*	 	This schedule should be included only if the 2019 Note is issued in global form.



 


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EXHIBIT B




FORM OF NOTATION OF GUARANTEE




For value received, each of the Guarantors (which term includes any successor Person under the
Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally
guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of
November 19, 2009 (the “Base Indenture”), by and among AmerisourceBergen Corporation (the
“Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and
supplemented by the First Supplemental Indenture (the “Supplemental Indenture”), dated as of
November 19, 2009, by and among the Company, the Guarantors named on the signature pages thereto
and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is
hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of,
premium, if any, and interest on the 2019 Notes (as defined in the Supplemental Indenture), whether
at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on
overdue principal and premium, and, to the extent permitted by law, interest, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any 2019 Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of
2019 Notes and to the Trustee pursuant to the 2019 Note Guarantee are expressly set forth in
Article 8 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture
for the precise terms of the 2019 Note Guarantee. Each Holder of a 2019 Note, by accepting the
same, agrees to and will be bound by such provisions and appoints the Trustee attorney-in-fact of
such Holder for such purpose.



	 	 	 	 	 
	 	[Name of Guarantor(s)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


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EXHIBIT C




FORM OF JOINDER TO FIRST SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




This JOINDER TO FIRST SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of                     ,
20     , among                                          (the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen
Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the
other Guarantors (as defined in the First Supplemental Indenture referred to herein) and U.S. Bank
National Association, as trustee under the First Supplemental Indenture referred to below (the
“Trustee”).



Recitals




The Company has heretofore executed and delivered to the Trustee an indenture (the “Base
Indenture”), dated as of November 19, 2009, between the Company and the Trustee, as amended and
supplemented by a first supplemental indenture thereto (the “First Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), dated as of November 19, 2009, among the
Company, the Guarantors named therein and the Trustee, providing for the original issuance of an
aggregate principal amount of $400 million of the Company’s 4.875% Senior 2019 Notes due 2019 (the
“2019 Notes”).



The First Supplemental Indenture provides that under certain circumstances the Guaranteeing
Subsidiary will execute and deliver to the Trustee a joinder to First Supplemental Indenture
pursuant to which the Guaranteeing Subsidiary will unconditionally guarantee all of the Company’s
Obligations under the 2019 Notes and the Indenture on the terms and conditions set forth herein
(the “2019 Note Guarantee”).



Pursuant to Section 4.01 of the First Supplemental Indenture, the Trustee is authorized to
execute and deliver this Joinder.



NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the 2019
Notes as follows:



1. Capitalized Terms. Capitalized terms used herein without definition will have the meanings
assigned to them in the First Supplemental Indenture.



2. Guarantee. By execution hereof, the Guaranteeing Subsidiary hereby agrees as of the date hereof,
to become and is made a party to the First Supplemental Indenture and for all purposes under the
First Supplemental Indenture, the Guaranteeing Subsidiary shall be included within the term
“Guarantor” (as defined in the First Supplemental Indenture). The undersigned hereby adopts and
agrees to be bound by all of the agreements, terms, conditions and restrictions of a “Guarantor” as
such term is defined in the First Supplemental Indenture and further
authorizes the Trustee to attach this signature page to the First Supplemental Indenture in order
to make the Guaranteeing Subsidiary a party to the First Supplemental Indenture.


 


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3. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE
THIS JOINDER BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



4. Counterparts. The parties may sign any number of copies of this Joinder. Each signed copy will
be an original, but all of them together represent the same agreement.



5. Effect of Headings. The Section headings herein are for convenience only and will not affect the
construction hereof.



6. The Trustee. The Trustee will not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Joinder or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.



[Signature Page Follows]




 


C-2









 







IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the First Supplemental Indenture
to be duly executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	[GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[COMPANY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[EXISTING GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[TRUSTEE], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	 	 




 


C-3