Exhibit 99 (e)
October 23, 1998
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Finance and Treasurer
Re: Amended and Restated Credit Agreement,
dated as of September 30 1994, as amended
Ladies and Gentlemen:
Reference is made to that certain ▇▇▇▇▇▇▇ and Restated Credit Agreement
dated as of September 30, 1994, as amended (the "Credit Agreement"), among
Bergen ▇▇▇▇▇▇▇▇ Drug Company (the "Borrower"), Bergen ▇▇▇▇▇▇▇▇ Corporation (the
"Parent"), the Lenders party thereto, and Bank of America National Trust and
Savings Association, as Agent (the "Agent"). Capitalized terms used herein which
are not defined shall have the meanings assigned in the Credit Agreement.
By letter dated October 23, 1998 (attached), the Borrower requested
that certain non-cash charges taken by the Borrower in its Fiscal Quarter ending
September 30, 1998 be excluded from computing all financial covenants contained
in Section 7.2.3 of the Credit Agreement, for the Fiscal Quarter ending
September 30, 1998 and thereafter. The Borrower has advised that these non-cash
charges will not exceed $93,000,000 in the aggregate, on a pre-tax basis, and
consist of (a) up to $88,000,000 relating to writing off the goodwill relating
to certain acquisitions of Bergen ▇▇▇▇▇▇▇▇ Medical Corporation completed prior
to September 1995, and (b) up to $5,000,000 related to the abandonment of
certain capitalized software.
Please be advised that the Lenders and the Agent hereby agree to
exclude an aggregate of up to $93,000,000, on a pre-tax basis, of the non-cash
charges described above to the extent taken in the Fiscal Quarter ending
September 30, 1998. These charges may be excluded when computing all financial
covenants contained in Section 7.2.3 of the Credit Agreement for the Fiscal Year
ending September 30, 1998 and thereafter. The Lenders and the Agent also waive
any Event of Default that may have occurred by reason of the Borrower announcing
such charges prior to the effectiveness of this waiver.
EXH 99(e) - Page 1
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
October 23, 1998
Page 2
The Borrower agrees to pay to the Agent for the ratable account of each
Lender consenting to this waiver by the deadline set forth below, a waiver fee
equal to 4.0 basis points of each ▇▇▇▇▇▇'s commitment, payable on the effective
date of this waiver.
This waiver is specific in time and in intent and does not constitute,
nor should it be construed as, a waiver of any right, power or privilege under
the Credit Agreement, or under any agreement, contract, indenture, document or
instrument mentioned in the Credit Agreement; nor does it preclude other or
further exercise hereof or the exercise of any other right, power or privilege,
nor shall any waiver of any right, power, privilege or default hereunder, or
under any agreement, contract, indenture, document or instrument mentioned in
the Credit Agreement, or constitute a waiver of any subsequent default of the
same or of any other term or provision.
We ask that Lenders sign and fax a copy of this letter no later than
the close of business on Friday, October 30, 1998 to the attention of ▇▇▇▇
▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇, followed by a (two) signed hardcopies to the address
on the cover letter.
This waiver may be signed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. This
waiver shall not be effective until signed by the Agent, the Required Lenders,
the Borrowers and the Parent. By signing below, the Parent hereby consents to
this waiver and represents and warrants to the Lenders and the Agent that there
is no defense, counterclaim or offset of any type or nature to its Guaranty, and
that the same remains in full force and effect after giving effect hereto
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Managing Director
(Signatures continue)
EXH 99(e) - Page 2
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
October 23, 1998
Page 3
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Executive Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President Assistant Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
SUNTRUST BANK, ATLANTA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
(Signatures continue)
EXH 99(e) - Page 3
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
October 23, 1998
Page 4
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
ABN AMRO BANK, N.V., LOS ANGELES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Group Vice President Vice President
CIBC, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Executive Director
UNION BANK OF CALIFORNIA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
(Signatures continue)
EXH 99(e) - Page 4
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
October 23, 1998
Page 5
BANCA DI ROMA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Executive Vice President
MELLON BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
▇▇▇▇▇▇ and acknowledged:
BORROWER:
BERGEN ▇▇▇▇▇▇▇▇ DRUG COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President, Finance and Treasurer
PARENT:
BERGEN ▇▇▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President, Finance and Treasurer
EXH 99(e) - Page 5