PRIME VENDOR AGREEMENT
FRED'S STORES OF TENNESSEE, INC.
BERGEN BRUNSWIG DRUG COMPANY
This Prime Vendor Agreement ("Agreement") is entered into this 22 day of November, 1999 by and between
BERGEN BRUNSWIG DRUG COMPANY ("Bergen") and FRED'S STORES OF TENNESSEE, INC.
A. Bergen is a supply channel management company that offers pharmaceutical and other products, and related
services. Fred's is a retailer of pharmaceutical and other products, and operates facilities related thereto
("Facilities") and all references to Fred's herein include each Fred's Pharmacies that is a part of Fred's now and in
B. The purpose of this Agreement is to establish the terms and conditions of the prime vendor relationship
between Bergen and Fred's.
NOW THEREFORE FOR VALUABLE CONSIDERATION the receipt and sufficiency of which is hereby
acknowledged the parties hereto agree as follows:
1. Agreement Regarding Sale and Purchase.
1.1 Subject to the terms and conditions contained herein Fred's has agreed to purchase and Bergen has agreed
to supply pharmaceutical and selected other products as described in Section 1.2, below (collectively,
"Products") ordered by Fred's Facilities.
1.2 Prime Vendor. Fred's hereby acknowledges and agrees that Bergen is Fred's prime vendor for its Fred's
Pharmacies for prescription pharmaceuticals, general merchandise and supplies ordered by Fred's Pharmacies
during the term of this Agreement, including, without limitation, retail, central fill and mail order Facilities, as well
as Products purchased by National Pharmaceutical Network, Inc., ("NPN") an affiliate company of Fred's
Stores of Tennessee, Inc. At least ninety-five percent (95%) of all branded Prescription Drugs and ninety-nine
percent (99%) of all generic Prescription Drugs initially ordered by Fred's from a wholesaler will be initially
ordered from Bergen.
This agreement does not apply to merchandise that is not prescription pharmaceutical Products st