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 • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • 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”).
TAX MATTERS AGREEMENT by and among AMERISOURCEBERGEN CORPORATION, PHARMERICA, INC., KINDRED HEALTHCARE, INC., KINDRED PHARMACY SERVICES, INC., SAFARI HOLDING CORPORATION, October 25, 2006Tax Matters Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the 25th day of October, 2006, 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 Pharmacy Services, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Rhino (“RhinoRx”), and Safari Holding Corporation, a Delaware corporation (“Newco” and, together with Hippo. HippoRx, Rhino and RhinoRx, the “Parties”), in each case on behalf of itself and its Affiliates.
MASTER PHARMACY PROVIDER AGREEMENTProvider Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Kentucky
THIS MASTER PHARMACY PROVIDER AGREEMENT (“Agreement”) dated as of July 1, 2004 (the “Effective Date”) is made by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East, L.L.C., a Delaware corporation, Kindred Hospitals West, L.L.C., a Delaware corporation, Kindred Hospitals Limited Partnership, a Delaware limited partnership, THC – Seattle, Inc., a Washington corporation, THC – Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is hereinafter sometimes referred to each as a “KPS Person”, and collectively as “KPS”).
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. PHARMACY SERVICES AGREEMENTPharmacy Services Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
This Pharmacy Services Agreement (“Agreement”) is made as of July 1, 2006 (the “Effective Date”), between PHARMERICA, INC., a Delaware corporation (“PharMerica”), and CERES STRATEGIES, INC., a Delaware corporation (“Ceres”). PharMerica and Ceres are sometimes referred to hereafter, together, as the “Parties” and, individually, as a “Party.”
PRIME VENDOR AGREEMENT FOR LONG-TERM CARE PHARMACIESPrime Vendor Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Pennsylvania
This Prime Vendor Agreement for Long-Term Care Pharmacies (“Agreement”) is made as of [ ], 200[ ] (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and [ ], a Delaware corporation, on behalf of itself and its wholly owned subsidiaries (“Customer”).
January 14, 2007 Mr. Gregory Weishar East Greenwich RI 02818 Dear Greg:Letter Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
This letter agreement (the “Letter Agreement”), entered into as of January 14, 2007 by AmerisourceBergen Corporation (“AmerisourceBergen”), Kindred Healthcare, Inc. (“Kindred”) and Safari Holding Corporation (together with its successors and assigns, the “Company”) sets forth the terms and conditions of your employment with the Company. AmerisourceBergen and Kindred represent and warrant to you that each of them is authorized to enter into this Letter Agreement with you on their own behalf and on behalf of the Company. This Letter Agreement is intended to be a binding obligation upon AmerisourceBergen and Kindred (with respect to the period ending prior to the Closing) and the Company and you, enforceable in accordance with its express terms.
