Declaration of Trust of Bergen Capital Trust II

Exhibit 4.2


DECLARATION OF TRUST
OF
BERGEN CAPITAL TRUST II


This DECLARATION OF TRUST ("Declaration"), dated and effective as of March __, 1999, by the undersigned trustees (together with all other Persons (as defined herein) from time to time duly appointed and serving as trustees in accordance with the provisions of this Declaration, the "Trustees") and the Parent (as defined herein) as trust sponsor (the "Sponsor"),


WITNESSETH THAT


WHEREAS, the Trustees and the Sponsor desire to establish a trust (the "Trust") pursuant to the Delaware Business Trust Act (as defined herein) for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Subordinated Debt Securities (as defined herein) of the Parent;


NOW, THEREFORE, it being the intention of the parties hereto that the Trust constitute a business trust under the Delaware Business Trust Act and that this Declaration constitute the governing instrument of such business trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests issued hereunder, subject to the provisions of this Declaration.


ARTICLE I
DEFINITIONS


Section 1.1 Definitions; Interpretation


(a) Capitalized terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1.


(b) A term defined anywhere in this Declaration has the same meaning throughout.


(c) All references to "the Declaration" or "this Declaration" are to this Declaration of Trust as modified, supplemented or amended from time to time.


(d) All references in this Declaration to Articles and Sections and to Exhibits are to Articles and Sections of and Exhibits to this Declaration unless otherwise specified.


(e) A reference to the singular includes the plural and vice versa.


(f) The following terms shall have the following meanings:


"Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended.


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"Business Day" means any day other than a day on which banking institutions in New York, New York are authorized or required by law to close.


"Certificate of Trust" means a certificate of trust substantially in the form of Exhibit A annexed hereto to be filed pursuant to the Delaware Business Trust Act.


"Common Security" means a security representing an undivided beneficial interest in the assets of the Trust with such terms as may be set out in any amendment to this Declaration.


"Covered Person" means any employee or agent of the Trust or its Affiliates.


"Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time.


"Delaware Secretary of State" means the Office of the Secretary of State of the State of Delaware.


"Delaware Trustee" has the meaning set forth in Section 3.1.


"Indemnified Person" means any Trustee (in its individual and trust capacities), any Affiliate of any Trustee or any officers, directors, shareholders, members, partners, employees, representatives or agents of any Trustee or any employee or agent of the Trust or its Affiliates.


"Parent" means Bergen Brunswig Corporation, a New Jersey corporation.


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


"Preferred Security" means a security representing an undivided beneficial interest in the assets of the Trust with such terms as may be set out in any amendment to this Declaration.


"Property Trustee" has the meaning set forth in Section 3.1.


"Regular Trustee" means any Trustee other than the Delaware Trustee or the Property Trustee.


"Securities" means the Common Securities and the Preferred Securities.


"Sponsor" means the Parent in its capacity as Sponsor of the Trust.


"Subordinated Debt Securities" means the series of subordinated debt securities to be issued by the Parent.


"Trustee" or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and servicing as Trustees in accordance with


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the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.


ARTICLE II
ORGANIZATION


Section 2.1 Name


The Trust created by this Declaration is named "Bergen Capital Trust II." The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees.


Section 2.2 Office


The address of the principal office of the Trust is 4000 Metropolitan Drive, Orange California 92868. At any time, the Regular Trustees may designate another principal office.


Section 2.3 Purpose


The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Subordinated Debt Securities, and (b) except as otherwise limited herein, to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments or, other than as permitted herein, pledge any of its assets.


Section 2.4 Authority


Subject to the limitations provided in this Declaration, the Regular Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Regular Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust. In dealing with the Regular Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Regular Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Regular Trustees as set forth in this Declaration.


Section 2.5 Title To Property of the Trust


Legal title to all assets of the Trust shall be vested in the Trust.


Section 2.6 Powers of the Trustees


The Regular Trustees shall have the exclusive power and authority to cause the Trust to engage in the following activities:


(a) to issue and sell Preferred Securities and Common Securities in accordance with this Declaration and, in connection with such issue and sale, to


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cause the Trust to file with the Securities and Exchange Commission a registration statement on Form S-3 in relation to the Preferred Securities, including any pre-effective and post-effective amendments thereto (including any Registration Statement filed under Rule 462(b) of the Securities Act); provided, however, that the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities;


(b) employ or otherwise en ...