W I T N E S S E T HSupplemental Indenture • December 24th, 2002 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTUREIndenture • December 24th, 2002 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • December 24th, 2002 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 4.35 AmerisourceBergen Corporation 7 1/4% Senior Notes due 2012 PURCHASE AGREEMENTAmerisourcebergen Corp • December 24th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
NINTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTIntercreditor Agreement • December 24th, 2002 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMERISOURCEBERGEN CORPORATION and each of the Guarantors named herein $400,000,000 5 5/8% SENIOR NOTES DUE 2012 $500,000,000 5 7/8% SENIOR NOTES DUE 2015Indenture • December 9th, 2005 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE dated as of September 14, 2005 among AmerisourceBergen Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined) and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”).
EXHIBIT 4.36 AmerisourceBergen Corporation 7 1/4% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENTAmerisourcebergen Corp • December 24th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034 Underwriting AgreementCencora, Inc. • February 7th, 2024 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Cencora, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.125% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture dated November 19, 2009, as supplemented and amended by the Twelfth Supplemental Indenture thereto, to be dated as of February 7, 2024 (as so supplemented and amended, the “Indenture”) between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”).
and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 1, 2002 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2002, is between AmeriSource Health Corporation, a Delaware corporation...Amerisourcebergen Corp • December 24th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT dated as of December 2, 2004 among AMERISOURCEBERGEN CORPORATION The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • December 9th, 2005 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT dated as of December 2, 2004, among AMERISOURCEBERGEN CORPORATION (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 1, 2002 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2002, between AmeriSource Health Corporation, a Delaware corporation...Amerisourcebergen Corp • December 24th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 4.6 AMENDED AND RESTATED RECEIVABLES PURCHASE AND SERVICING AGREEMENT Dated as of December 20, 2002,Receivables Purchase and Servicing Agreement • February 13th, 2003 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMENDED AND RESTATED] EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2019 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
[AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and [________] (the “Executive”), executed by the parties hereto on the dates set forth below and dated and effective as of [_________].
EXHIBIT 4.5 THIRD AMENDMENT TO SALE AND CONTRIBUTION AGREEMENT THIS THIRD AMENDMENT TO SALE AND CONTRIBUTION AGREEMENT, dated as of December 20, 2002 (this "Third Amendment") relates to that certain Sale and Contribution Agreement dated as of December...Sale and Contribution Agreement • February 13th, 2003 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT AND PLAN OF MERGER by and among AMERISOURCEBERGEN CORPORATION, ROSCOE ACQUISITION CORP. and MWI VETERINARY SUPPLY, INC. Dated as of January 11, 2015Agreement and Plan of Merger • January 12th, 2015 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2015 (the “Agreement”), by and among AMERISOURCEBERGEN CORPORATION, a Delaware corporation (“Parent”), ROSCOE ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and MWI VETERINARY SUPPLY, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.16.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 14th, 2023 • Cencora, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”).
AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2016 (this “Amendment Agreement”), to the Credit Agreement dated as of November 13, 2015, as amended as of April 1, 2016 (the “Credit Agreement”), among AMERISOURCEBERGEN CORPORATION, a...Credit Agreement • November 22nd, 2016 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
TERM LOAN CREDIT AGREEMENT dated as of November 13, 2015, as amended and restated as of November 18, 2016 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among AMERISOURCEBERGEN CORPORATION, a Delaware corporation (the “Company”); the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2011 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and David W. Neu (the “Executive”), dated and effective as of December 15, 2008.
July 26, 2001 Board of Directors AmeriSource Health Corporation 1800 Morris Drive Suite 100 Chesterbrook, PA 19087-5594 Re: AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 16, 2001, AMONG AABB CORPORATION, AMERISOURCE HEALTH CORPORATION,...Amerisource Bergen Corp • July 27th, 2001 • Wholesale-drugs, proprietaries & druggists' sundries
AMENDED AND RESTATED AMERISOURCEBERGEN SHAREHOLDERS AGREEMENT Dated as of June 1, 2021Amerisourcebergen Shareholders Agreement • June 2nd, 2021 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of June 1, 2021 (this “Agreement”), between (i) AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and (ii) Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”).
AmerisourceBergen Corporation Underwriting AgreementAmerisourcebergen Corp • November 17th, 2009 • Wholesale-drugs, proprietaries & druggists' sundries • New York
AmerisourceBergen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 4.875% Senior Notes due 2019 (the “Notes”, and including the Guarantees, the “Securities”) guaranteed (the “Guarantees”) by certain of the Company’s direct and indirect U.S. subsidiaries named in Schedule 2 hereto (the “Guarantors”). The Securities will be issued pursuant to an Indenture to be dated as of November 19, 2009, as supplemented and amended by the First Supplemental Indenture thereto, to be dated as of November 19, 2009 (as so supplemented and amended, the “Indenture”) by and among the Company, as issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).
AMERISOURCEBERGEN CORPORATION PERFORMANCE SHARE AWARD TO EMPLOYEEAward Agreement • November 22nd, 2022 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Performance Share Award (the “Award Agreement”) is made by AmerisourceBergen Corporation, a Delaware corporation (the “Company”), pursuant to the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Plan”).
FIFTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 13, 2015 (this “Amendment Agreement”), to the Credit Agreement dated as of March 18, 2011, as amended and restated as of October 28, 2011, November 20, 2012, July 9, 2013, and August 13,...Credit Agreement • November 13th, 2015 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT dated as of March 18, 2011, as amended and restated as of October 28, 2011, November 20, 2012, July 9, 2013, and August 13, 2014, as amended as of February 9, 2015, and as further amended and restated as of November 13, 2015 (as further amended from time to time, this “Agreement”), among AMERISOURCEBERGEN CORPORATION, a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
MASTER TRANSACTION AGREEMENT dated as of October 25, 2006 by and among AMERISOURCEBERGEN CORPORATION, PHARMERICA, INC., KINDRED HEALTHCARE, INC., KINDRED PHARMACY SERVICES, INC., KINDRED HEALTHCARE OPERATING, INC., SAFARI HOLDING CORPORATION, HIPPO...Master Transaction Agreement • December 8th, 2006 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of October 25, 2006, is by and among AmerisourceBergen Corporation, a Delaware corporation (“Hippo”), PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of Hippo (“HippoRx”), Kindred Healthcare, Inc., a Delaware corporation (“Rhino”), Kindred Healthcare Operating, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino (“Rhino Parent Sub”), Kindred Pharmacy Services, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino Parent Sub (“RhinoRx”), Safari Holding Corporation, a Delaware corporation (“Newco”), Hippo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Hippo Merger Sub”), and Rhino Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Rhino Merger Sub”).
January 7, 2009 PERSONAL AND CONFIDENTIAL To: Jeanne B. FisherPersonal and Confidential • February 5th, 2009 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries
This letter is being provided to you because you recently entered into an amended and restated employment agreement with AmerisourceBergen Corporation (the “Company”) dated November 24, 2008 (the “Agreement”). The amendment and restatement of your employment agreement was undertaken principally to ensure that the terms of the agreement are structured to enable you to avoid the adverse tax consequences that would result from a violation of Section 409A of the Internal Revenue Code (“Section 409A”). This letter is intended to clarify and supplement your rights under the Agreement in the event the Company terminates your employment without Cause or you resign your employment with the Company for Good Reason. All capitalized terms used in this letter that are not defined in this letter shall have the meanings ascribed to them in the Agreement.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 24th, 2024 • Cencora, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 22, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 5th, 2024 • Cencora, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 1, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”).
RESTRICTED STOCK UNIT AWARD TO EMPLOYEERestricted Stock Unit Award • November 22nd, 2022 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Restricted Stock Unit Award (the “Award Agreement”) is made by AmerisourceBergen Corporation, a Delaware corporation (the “Company”), pursuant to the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2008 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
THIS AGREEMENT by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and Jeanne B. Fisher (the “Executive”), dated and effective as of October 1, 2003.
NINETEENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 5th, 2023 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
CREDIT AGREEMENT dated as of October 3, 2005 among PROJECT SNOW, INC. and AMERISOURCEBERGEN CORPORATION and The Lenders Party Hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent and Lead Arranger.Credit Agreement • December 9th, 2005 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT dated as of October 3, 2005, among PROJECT SNOW, INC. (“PSI”), AMERISOURCEBERGEN CORPORATION (the “Parent”), the LENDERS party hereto, and THE BANK OF NOVA SCOTIA (“Scotia Capital”), as Administrative Agent.
TERM LOAN CREDIT AGREEMENT dated as of November 13, 2015 among AMERISOURCEBERGEN CORPORATION, as the Borrower The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentTerm Loan Credit Agreement • November 13th, 2015 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
TERM LOAN CREDIT AGREEMENT dated as of November 13, 2015 (this “Agreement”), among AMERISOURCEBERGEN CORPORATION, a Delaware corporation (the “Company”); the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AmerisourceBergen Corporation Underwriting AgreementAmerisourcebergen Corp • November 9th, 2011 • Wholesale-drugs, proprietaries & druggists' sundries • New York
AmerisourceBergen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 3.500% Senior Notes due 2021 (the “Notes”, and including the Guarantees, the “Securities”) guaranteed (the “Guarantees”) by certain of the Company’s direct and indirect U.S. subsidiaries named in Schedule 2 hereto (the “Guarantors”). The Securities will be issued pursuant to an Indenture dated November 19, 2009, as supplemented and amended by the Second Supplemental Indenture thereto, to be dated as of November 14, 2011 (as so supplemented and amended, the “Indenture”) by and among the Company, as issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).
SIXTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2016 (this “Amendment Agreement”), to the Credit Agreement dated as of March 18, 2011, as amended and restated as of November 13, 2015, and as further amended as of April 1, 2016 (the...Credit Agreement • November 22nd, 2016 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit D-1 Form of US Tax Compliance Certificate (For Non-US Lenders That Are Not Partnerships For US Federal Income Tax Purposes)
AMERISOURCEBERGEN CORPORATION RESTRICTED STOCK UNIT AWARD TO NON-EMPLOYEE DIRECTORRestricted Stock Unit Award • May 2nd, 2023 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Restricted Stock Unit Award (the “Award Agreement”) is hereby made by AmerisourceBergen Corporation, a Delaware corporation (the “Company”), pursuant to the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Plan”).
