Sixth Amendment to the Receivables Purchase Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT 
 THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 14, 2007 (this “Amendment”) is entered into among
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the
“Servicer”), the VARIOUS PURCHASER GROUPS party to the Agreement (as defined below), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrator for each of the Purchaser Groups party thereto (in such
capacity, the “Administrator”). 
 R E C I T A L S 
 A. The Seller, Servicer, the various Purchaser Groups and the Administrator have entered into that certain Receivables Purchase Agreement, dated as of
July 10, 2003 (as amended, supplemented or otherwise modified from time to time, the “Agreement”). 
 B. The parties to
the Agreement desire to enter into this Amendment to amend the Agreement. 
 NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. Certain Defined Terms. Capitalized terms used
but not defined herein shall have the meanings set forth for such terms in Exhibit I to the Agreement. 
 2. Amendments to the
Agreement. The Agreement is hereby amended as follows: 
 (a) Exhibit I to the Agreement is hereby amended by adding thereto in the
appropriate alphabetical order the following new definitions: 
 “DOD Eligibility Notice” means a notice, in form and
substance reasonably satisfactory to the Administrator, delivered by the Seller to the Administrator and each Purchaser Agent and specifying that, not notwithstanding anything to the contrary in clause (w) of the definition of
“Eligible Receivable”, the Seller intends to include DOD Receivables as Eligible Receivables. 
 “DOD Receivable”
means a Receivable the Obligor of which is the United States Department of Defense. 
 (b) The definition of “Default Horizon
Ratio” set forth in Exhibit I to the Agreement is hereby amended by inserting prior to the period at the end thereof the following proviso: 
 ; provided, however, that, for purposes of calculating the Default Horizon Ratio, the aggregate amount of DOD Receivables that would otherwise have been included in the amount described in clause
(i) above shall not be included in such amount unless and until the Seller has delivered the DOD Eligibility Notice to the Administrator and each Purchaser Agent. 









 (c) The definition of “Default Ratio” set forth in Exhibit I to the Agreement is hereby
amended by inserting prior to the period at the end thereof the following proviso: 
 ; provided, however, that, for purposes of
calculating the Default Ratio, the aggregate Outstanding Balance of DOD Receivables that would otherwise have been included in the amounts described in clauses (x) and (y) above, respectively, shall not be included in such
amounts unless and until the Seller has delivered the DOD Eligibility Notice to the Administrator and each Purchaser Agent. 
 (d) The
definition of “Delinquency Ratio” set forth in Exhibit I to the Agreement is hereby amended by inserting prior to the period at the end thereof the following proviso: 
 ; provided, however, that, for purposes of calculating the Delinquency Ratio, the aggregate Outstanding Balance of DOD Receivables that
would otherwise have been included in the amounts described in clauses (i) and (ii) above, respectively, shall not be included in such amounts unless and until the Seller has delivered the DOD Eligibility Notice to the
Administrator and each Purchaser Agent. 
 (e) Clause (w) of the definition of “Eligible Receivables” set forth in
Exhibit I to the Agreement is hereby amended and restated in its entirety as follows: 
 (w) which is not a DOD Receivable;
provided, however, that upon delivery of the DOD Eligibility Notice by the Seller to the Administrator and each Purchaser Agent, each DOD Receivable that otherwise meets the definition of “Eligible Receivable” shall be an
Eligible Receivable. 
 (f) The definition of “Government Receivables Excess” set forth in Exhibit I to the Agreement is
hereby amended by inserting prior to the period at the end thereof the following proviso: 
 ; provided, however, that, for
purposes of calculating the Government Receivables Excess, the aggregate Outstanding Balance of Government Receivables shall exclude the aggregate Outstanding Balance of DOD Receivables unless and until the Seller has delivered the DOD Eligibility
Notice to the Administrator and the Purchaser Agents. 
 3. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in each of the Agreements to “this Agreement”, “hereof”, “herein”, or words of
similar effect referring to such Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement (or
any related document or agreement) other than as set forth herein. 
 4. Effectiveness. This Amendment shall become effective on the
date hereof upon (i) receipt by the Administrator of counterparts of this Amendment executed by each of the other parties hereto (including facsimile or electronic signature pages), or other evidence satisfactory 

  

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to the Administrator of the execution and delivery of this Amendment by such other parties and (ii) receipt by the Administrator of such other
agreements, documents, opinions and instruments as the Administrator may request. 
 5. Counterparts. This Amendment may be executed
in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
 6. Governing Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any
otherwise applicable principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). 
 7.
Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof. 
 [signature pages begin on next page] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written. 
  

			
	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller
		
	By:	 	 



			
	Name:	 	
	Title:	 	



			
	
	AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer
		
	By:	 	 



			
	Name:	 	
	Title:	 	




					
		 	S-1	 	 Sixth Amendment to RPA
 (ARFC)











			
	VARIABLE FUNDING CAPITAL COMPANY LLC, as a Conduit Purchaser
		
	BY:	 	WACHOVIA CAPITAL MARKETS, LLC,
		 	its attorney-in-fact
		
	By:	 	 



			
	Name:	 	
	Title:	 	
	
	WACHOVIA BANK, NATIONAL
	ASSOCIATION, as Administrator and as Purchaser



			
	 Agent and Related Committed Purchaser for
 Variable Funding Capital Company LLC

		
	By:	 	 



			
	Name:	 	
	Title:	 	




					
		 	S-2	 	 Sixth Amendment to RPA
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	YC SUSI TRUST, as a Conduit Purchaser
		
	By:	 	Bank of America, National Association, as administrative trustee
		
	By:	 	 



			
	Name:	 	
	Title:	 	
	
	BANK OF AMERICA, NATIONAL
	ASSOCIATION, as a Related Committed Purchaser



			
	for YC SUSI Trust
		
	By:	 	 



			
	Name:	 	
	Title:	 	




					
		 	S-3	 	 Sixth Amendment to RPA
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	 LIBERTY STREET FUNDING CORP., as a
 Conduit
Purchaser

		
	By:	 	 



			
	Name:	 	
	Title:	 	
	
	THE BANK OF NOVA SCOTIA, as Purchaser
	Agent and Related Committed Purchaser for Liberty



			
	Street Funding Corp.
		
	By:	 	 



			
	Name:	 	
	Title:	 	




					
		 	S-4	 	 Sixth Amendment to RPA
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	 MARKET STREET FUNDING LLC, as a
 Conduit
Purchaser

		
	By:	 	 



			
	Name:	 	
	Title:	 	
	
	PNC BANK, NATIONAL ASSOCIATION, as
	Purchaser Agent and Related Committed Purchaser



			
	for Market Street Funding LLC
		
	By:	 	 



			
	Name:	 	
	Title:	 	




					
		 	S-5	 	 Sixth Amendment to RPA
 (ARFC)