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                                                                     EXHIBIT 4.4

                               FOURTH AMENDMENT TO

                  RECEIVABLES PURCHASE AND SERVICING AGREEMENT

                                       AND

                                     ANNEX X

              THIS FOURTH AMENDMENT TO RECEIVABLES PURCHASE AND SERVICING
AGREEMENT AND ANNEX X, dated as of December 2, 2002 (this "Fourth Amendment")
relates to (i) that certain Receivables Purchase and Servicing Agreement dated
as of December 20, 2000, as amended by that certain First Amendment dated as of
August 29, 2001, and as amended by that certain Second Amendment dated as of
December 21, 2001, and as amended by that certain Third Amendment dated as of
October 1, 2002, among Blue Hill, the Servicer, the Purchasers and the
Administrative Agent (each as defined below) (the "Purchase Agreement"), (ii)
that certain Sale and Contribution Agreement dated as of December 20, 2000,
between Blue Hill (as defined below) and the Originator (as defined below), as
amended by that certain First Amendment dated as of October 1, 2002, and as
amended by that certain Second Amendment dated as of the date hereof (the "Sale
and Contribution Agreement"), and (iii) Annex X to the Sale and Contribution
Agreement and the Receivables Purchase and Servicing Agreement dated as of
December 20, 2000, as amended by that certain First Amendment dated as of August
29, 2001, and as amended by that certain Second Amendment dated as of December
21, 2001, and as amended by that certain Third Amendment dated as of October 1,
2002 ("Annex X"), and is entered into by and among BLUE HILL II, INC., a
Delaware corporation ("Blue Hill"), AMERISOURCEBERGEN DRUG CORPORATION (f/k/a
Amerisource Corporation), a Delaware corporation ("AmerisourceBergen Drug"), as
successor by merger to Bergen Brunswig Drug Company, a California corporation,
as the originator (in such capacity, the "Originator") and as the servicer (in
such capacity, the "Servicer"), REDWOOD RECEIVABLES CORPORATION ("Redwood"), as
the conduit purchaser (the "Conduit Purchaser"), and GENERAL ELECTRIC CAPITAL
CORPORATION ("GECC"), as the committed purchaser (the "Committed Purchaser",
together with the Conduit Purchaser, the "Purchasers") and as administrative
agent for the Purchasers ("Administrative Agent"). Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in Annex
X.

                               W I T N E S S E T H

              WHEREAS, Blue Hill, the Servicer, the Purchasers and
Administrative Agent have entered into the Purchase Agreement;

              WHEREAS, Blue Hill and the Originator have entered into the Sale
and Contribution Agreement;

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              WHEREAS, AmerisourceBergen Drug (f/k/a Amerisource Corporation, a
Delaware corporation) as seller and ARFC as buyer have entered into the ASC/ARFC
Purchase Agreement pursuant to which ARFC has purchased ARFC Designated
Receivables, which are Receivables generated by AmerisourceBergen Drug at ARFC
Designated Distribution Centers;

              WHEREAS, ARFC, as seller, AmerisourceBergen Drug, as servicer,
AmerisourceBergen Services Corporation, as guarantor, DFC, as buyer and JPMorgan
Chase, as administrative agent, have entered into the ARFC/JPMorgan Chase
Purchase Agreement, pursuant to which ARFC has sold undivided percentage
ownership interests in the ARFC Designated Receivables and related collateral to
DFC;

              WHEREAS, Blue Hill has been advised that from time to time the
Originator intends to consolidate certain of the ARFC Designated Distribution
Centers into BH2 Designated Distribution Centers and certain of the BH2
Designated Distribution Centers into ARFC Designated Distribution Centers;

              WHEREAS, Blue Hill and the Servicer have requested that the
Purchase Agreement be amended to permit consolidation of certain of the
Distribution Centers of Originator, and Blue Hill, the Originator, the Servicer,
the Purchasers and the Administrative Agent (collectively, the "Parties") have
mutually requested that Annex X be amended to reflect the foregoing (the
"Amendments");

              WHEREAS, the Parties are willing to so effect the Amendments on
the terms and conditions set forth herein.

              NOW, THEREFORE, in consideration of the above premises, the
Parties agree as follows:

       1.     Definitions and Usage. Any reference herein to Section, Exhibit or
Schedule shall, unless otherwise specified, refer to such Section, Exhibit or
Schedule hereof, in its entirety.

       2.     Amendments to the Purchase Agreement. Upon the Fourth Amendment
Effective Date, the Purchase Agreement is hereby amended as follows:

              a.     By deleting the text of Section 2.04(d) in its entirety and
       substituting the following in its stead:

                     (d)   Repurchases of Transferred Receivables. If (i) the
              Originator is required to repurchase Transferred Receivables from
              the Seller pursuant to Section 3.2 of the Sale and Contribution
              Agreement, or (ii) in connection with a Distribution Center
              Consolidation of a BH2 Designated Distribution Center into an ARFC
              Designated Distribution Center, the Originator repurchases
              Transferred Receivables originated at such BH2 Designated
              Distribution Center, then in each case, the Applicable Purchaser

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                                                                RPSA AND ANNEX X

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              shall sell and reconvey its Purchaser Interests in such
              Transferred Receivables to the Seller either (x) through the
              transfer of such Purchaser Interests in exchange for Purchaser
              Interests in other Transferred Receivables with an Outstanding
              Balance equal to the Outstanding Balance of the Transferred
              Receivables being repurchased or (y) for cash in an amount equal
              to the Outstanding Balance of the Transferred Receivables being
              repurchased. In connection with any reconveyance of Purchaser
              Interests by the Purchasers pursuant to a Distribution Center
              Consolidation described in clause (ii) above, the Seller, the
              Purchasers and Administrative Agent shall execute and deliver a
              Purchaser Interest Reconveyance Agreement with respect to the
              Purchaser Interests to be reconveyed.

              b.     By deleting Section 5.03(a) in its entirety and
       substituting the following in its stead:

                     (a) Sales and Adverse Claims Relating to Receivables.
              Except as otherwise provided herein and except in connection with
              the transfer of Receivables pursuant to a Distribution Center
              Consolidation, the Seller will not, and will not permit the
              Originator or the Servicer to, (by operation of law or otherwise)
              dispose of or otherwise transfer, or create or suffer to exist any
              Adverse Claim upon, any material portion of the Transferred
              Receivables or any proceeds thereof or any other property or
              assets of the Seller.

              c.     By adding the following Section 6.01(e) in the proper
       alphanumerical order:

                     (e) Distribution Center Consolidation. (i) Notwithstanding
              anything in the foregoing Section 6.01 to the contrary, upon the
              occurrence of a Distribution Center Consolidation in which a BH2
              Designated Distribution Center is being consolidated into an ARFC
              Designated Distribution Center and upon satisfaction of the
              related conditions precedent set forth in Section 8.13 of the Sale
              and Contribution Agreement (other than subsection (e) thereof),
              (A) the Seller shall deliver an amended and restated Schedule
              4.01(q) to delete reference to the Reassigned Accounts, and (B)
              (1) the Seller shall transfer such Reassigned Accounts to the
              Originator or any other Person designated by the Originator, and
              the Seller shall request, and the Administrative Agent agrees, to
              terminate or assign (as requested by the Seller) any Lockbox
              Account Agreement or Deposit Account Agreement with respect to
              such Reassigned Accounts, or (2) the Seller and Administrative
              Agent shall take such other action with respect to

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                                                                RPSA AND ANNEX X

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              the Reassigned Accounts as the Seller and Administrative Agent
              shall agree.

                        (ii) Upon the occurrence of a Distribution Center
              Consolidation in which an ARFC Designated Distribution Center is
              being consolidated into a BH2 Designated Distribution Center and
              upon satisfaction of the related conditions precedent set forth in
              Section 8.13 of the Sale and Contribution Agreement (other than
              subsection (d) thereof), (A) the Seller shall deliver an amended
              and restated Schedule 4.01(q) to reflect the Accounts of such ARFC
              Designated Distribution Center, and (B) the Seller shall (1)
              provide the Administrative Agent with satisfactory evidence that
              such Accounts have been transferred to the Seller, and deliver an
              executed Lockbox Account Agreement or Deposit Account Agreement,
              as applicable, with respect to each such Account or deliver an
              assignment of the account control agreement in effect with respect
              to the security interest of JPMorgan Chase and DFC in such
              Account, in form and substance satisfactory to the Administrative
              Agent, or (2) take such other action with respect to such Accounts
              as the Seller and the Administrative Agent shall agree.

              d.   By deleting the last word in Section 6.02(iii), deleting the
       period at the end of Section 6.02(iv) and replacing it with a semicolon,
       and adding Section 6.02(v) in the proper alphanumerical order:

                   (v)   if on any Business Day the Originator repurchases
              Transferred Receivables in connection with a Distribution Center
              Consolidation, then the Seller shall deposit in the Collection
              Account cash in the amount so received from the Originator for
              such payment.

              e.   By deleting the last word in Section 9.01(u), and adding the
       following Sections 9.01(w), (x), (y), (z) and (aa) in proper
       alphanumerical order:

                   (w)   any "Termination Event" or "Servicing Default" shall
              occur under the ARFC/JPMorgan Chase Purchase Agreement;

                   (x)   AmeriSourceBergen Drug or any of its Consolidated
              Subsidiaries shall fail to pay any Debt in excess of $10,000,000
              of AmerisourceBergen Drug or any of its Consolidated Subsidiaries,
              as the case may be, or any interest or premium on such Debt, in
              either case, when due (whether by scheduled maturity, required
              prepayment, acceleration, demand or otherwise) and such failure
              shall continue after the applicable grace period, if any,
              specified in the agreement or instrument

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                                                                RPSA AND ANNEX X

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              relating to such Debt; or any other default under any agreement or
              instrument relating to any such Debt or any other event, shall
              occur and shall continue after the applicable grace period, if
              any, specified in such agreement or instrument if the effect of
              such default or event is to accelerate, or to permit the
              acceleration of, the maturity of such Debt; or a final court
              decision of $10,000,000 or more shall be rendered against
              AmerisourceBergen Drug or any of its Consolidated Subsidiaries and
              (i) such amount remains unpaid and (ii) AmerisourceBergen Drug or
              the relevant Consolidated Subsidiary does not, in good faith,
              contest such decision within the relevant statutory period;

              (y)  a case or proceeding shall have been commenced against ARFC
              seeking a decree or order in respect of ARFC (i) under the
              Bankruptcy Code or any other applicable federal, state or foreign
              bankruptcy or other similar law, (ii) appointing a custodian,
              receiver, liquidator, assignee, trustee or sequestrator (or
              similar official) for ARFC or for any substantial part of ARFC's
              assets, or (iii) ordering the winding-up or liquidation of the
              affairs of ARFC;

              (z)  ARFC shall (i) file a petition seeking relief under the
              Bankruptcy Code or any other applicable federal, state or foreign
              bankruptcy or other similar law, (ii) consent or fail to object in
              a timely and appropriate manner to the institution of proceedings
              thereunder or to the filing of any such petition or to the
              appointment of or taking possession by a custodian, receiver,
              liquidator, assignee, trustee or sequestrator (or similar
              official) for ARFC or for any substantial part of ARFC's assets,
              (iii) make an assignment for the benefit of creditors, or (iv)
              take any corporate action in furtherance of any of the foregoing;
              or

              (aa) any breach by JPMorgan Chase shall have occurred and be
              continuing under the Third Amendment Intercreditor Agreement;

              f.   By deleting clause (i) of the proviso in the last paragraph
       of Section 9.01 in its entirety and substituting the following in its
       stead:

              (i) upon the occurrence of any of the Termination Events described
              in Sections 9.01(c), (d), (e), (t), (y) or (z) or

              g.   By deleting the last word of Section 9.02(d), by adding the
       word "or" after the semicolon in Section 9.02(e) and adding the following
       Section 9.02(f) in proper alphanumerical order:

              (f)  there shall have occurred any event which materially and
              adversely impairs in the reasonable judgment of the Administrative
              Agent the ability of the Servicer to distinguish between BH2

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                                                                RPSA AND ANNEX X

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                  Designated Receivables and ARFC Designated Receivables or to
                  segregate collections relating to ARFC Designated Receivables
                  from Collections relating to BH2 Designated Receivables;

                  h.    By adding Exhibit 2.04(d) in the form and substance of
         Annex I, attached hereto and made a part hereof.

         3.       Amendments to Annex X. Upon the Fourth Amendment Effective
Date, Annex X is hereby amended as follows:

                  a.    By amending the defined term "ARFC Designated
         Distribution Center" by inserting the words "from time to time" after
         the words "any distribution center of the Originator identified".

                  b.    By deleting the defined term "ARFC Designated
         Receivables" in its entirety and substituting the following in its
         stead:

                  "ARFC Designated Receivables" shall mean, collectively (but
                  without duplication), (i) all Receivables that are generated
                  by the Originator at any of the ARFC Designated Distribution
                  Centers and (ii) all Receivables that are acquired by the
                  Originator pursuant to the ASC Affiliate Purchase Agreement.
                  From and after a Distribution Center Consolidation, "ARFC
                  Designated Receivables" shall exclude all Receivables that
                  become BH2 Designated Receivables pursuant to such
                  Distribution Center Consolidation.

                  c.    By amending the defined term "BH2 Designated
         Distribution Center" by inserting the words "from time to time" after
         the words "any distribution center of the Originator identified".

                  d.    By deleting the defined term "BH2 Designated
         Receivables" in its entirety and substituting the following in its
         stead:

                  "BH2 Designated Receivables" shall mean all Receivables owned
                  by the Originator that are generated by the Originator at any
                  of the BH2 Designated Distribution Centers. From and after a
                  Distribution Center Consolidation, "BH2 Designated
                  Receivables" shall exclude all Receivables that become ARFC
                  Designated Receivables pursuant to such Distribution Center
                  Consolidation.

                  e.    By amending the defined term "Designated Receivables
         Schedule" by adding the following after the last word of the definition
         thereof:

                  , as such Schedule 5.2(p) may be amended from time to time
                  pursuant to and in connection with a Distribution Center
                  Consolidation permitted under Section 8.13 of the Sale and
                  Contribution Agreement.

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                  f.       By adding the following defined term "Distribution
         Center Consolidation" in the proper alphabetical order:

                  "Distribution Center Consolidation" shall mean any
                  consolidation of a BH2 Designated Distribution Center into an
                  ARFC Designated Distribution Center and any consolidation of
                  an ARFC Designated Distribution Center into a BH2 Designated
                  Distribution Center, in each case, pursuant to, and in
                  accordance with, Section 8.13 of the Sale and Contribution
                  Agreement.

                  g.       By deleting the defined term "Lockbox Account" in its
         entirety and substituting the following in its stead:

                           "Lockbox Account" shall mean each lockbox account
                  listed on Schedule 4.01(q) to the Purchase Agreement
                  established in the name of the Seller held at a Lockbox Bank,
                  as such Schedule 4.01(q) may be amended, supplemented and
                  otherwise modified from time to time to reflect a Distribution
                  Center Consolidation; and any other segregated deposit account
                  established by the Seller for the deposit of Collections with
                  respect to the Transferred Receivables pursuant to and in
                  accordance with Section 6.01(a) of the Purchase Agreement.

                  h.       By adding the defined term "Purchaser Interest
         Reconveyance Agreement" in the proper alphabetical order:

                           "Purchaser Interest Reconveyance Agreement" shall
                  mean a purchaser interest reconveyance agreement in the form
                  and substance attached as Exhibit 2.04(d) to the Purchase
                  Agreement.

                  i.       By adding the defined term "Reassigned Accounts" in
         the proper alphanumerical order:

                           "Reassigned Accounts" shall have the meaning set
                  forth in Section 8.13(d)(ii) of the Sale and Contribution
                  Agreement.

                  j.       By amending the defined term "Receivable" by deleting
         subparagraph (f) thereof in its entirety and substituting the
         following in its stead:

                  (f) all invoices, all billing statements and all rights in all
                  other Contracts with respect to any of the foregoing; and

                  k.       By deleting the defined term "Redwood Termination
         Date" in its entirety and substituting the following in its stead:

                  "Redwood Termination Date" shall mean the date elected by
                  Redwood or the Collateral Agent (which election shall be
                  mandatory and immediate upon the occurrence of an event set

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              forth in clause (c) below), by notice to the Seller and the
              Administrative Agent as the Redwood Termination Date; provided,
              that on such date, one or more of the following events shall have
              occurred and be continuing: (a) a Seller LOC Draw; (b) the
              obligations of the Liquidity Lenders to make Liquidity Loans shall
              have terminated and such Liquidity Lenders shall not have
              otherwise been replaced or the "Liquidity Termination Date" (as
              defined in the LAPA) shall have occurred; (c) an event of default
              under the Collateral Agent Agreement or any other Program Document
              shall have occurred; (d) the short-term debt rating of a Liquidity
              Lender shall have been downgraded by a Rating Agency and such
              Liquidity Lender shall not have been replaced in accordance with
              the terms of the LAPA within 30 days thereafter; (e) Redwood or
              the Collateral Agent shall have determined that the funding of
              Transferred Receivables under the Purchase Agreement is
              impracticable for any reason whatsoever, including as a result of
              (i) a drop in or withdrawal of any of the ratings assigned to the
              Commercial Paper by any Rating Agency, (ii) the imposition of
              Additional Amounts, (iii) restrictions on the amount of
              Transferred Receivables Redwood may finance or (iv) the inability
              of Redwood to issue Commercial Paper; (f) any change in accounting
              standards shall occur or any pronouncement or release of any
              accounting or regulatory body (including FASB, AICPA or the
              Securities and Exchange Commission) shall be issued, or any other
              change in the interpretation of accounting standards shall occur,
              such that all or any portion of the Conduit Purchaser's assets and
              liabilities are deemed to be consolidated with the assets and
              liabilities of GE Capital or any of its affiliates; (g) a
              Termination Event shall have occurred and be continuing; or (h)
              the outstanding loans to the Conduit Purchaser under the LAPA
              equal or exceed the Conduit Purchaser's Capital Investment at such
              time and no interest or other amounts are owed to the Conduit
              Purchaser under the Purchase Agreement or the other Related
              Documents.

              l. By amending the defined term "Related Documents" by inserting
       the phrase "each Reconveyance Agreement, each Purchaser Interest
       Reconveyance Agreement," after "each Deposit Account Agreement" and prior
       to "the Purchase Agreement".

              m. By amending the defined term "Transferred Receivable" by
       inserting immediately prior to the final period of the definition
       thereof, the phrase "; provided further, that any BH2 Designated
       Receivable that is repurchased pursuant to a Distribution Center
       Consolidation shall not be deemed to be a Transferred Receivable from and
       after the date of such repurchase".

              n. By deleting the defined term "Unapproved Receivable" in its
       entirety and substituting the following in its stead:

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                     "Unapproved Receivable" shall mean any BH2 Designated
              Receivable (a) with respect to which the obligor thereunder is not
              an Obligor on any BH2 Designated Receivable and whose customer
              relationship with the Originator arises as a result of the
              acquisition by such Originator of another Person or (b) that was
              originated in accordance with standards established by another
              Person acquired by the Originator, in each case, solely with
              respect to any such acquisitions that have not been approved in
              writing by the Administrative Agent and then only for the period
              prior to any such approval; provided, however, that any ARFC
              Designated Receivable that becomes a BH2 Designated Receivable in
              connection with a Distribution Center Consolidation shall not be
              deemed an Unapproved Receivable.

       4.     Representations and Warranties of the Originator. The Originator
represents and warrants to Blue Hill that, as of the Fourth Amendment Effective
Date and after giving effect to this Fourth Amendment:

              a.     All of the representations and warranties of the Originator
       contained in this Fourth Amendment, the Sale and Contribution Agreement,
       the First Amendment to the Sale and Contribution Agreement (as defined
       below) and the other Related Documents are true and correct in all
       material respects on and as of the Fourth Amendment Effective Date, as if
       then made (other than representations and warranties which expressly
       speak as of a different date, which shall be true and correct in all
       material respects as of that date); and

              b.     No Termination Event or Incipient Termination Event has
       occurred and is continuing or will result after giving effect to this
       Fourth Amendment.

       5.     Representations and Warranties of Blue Hill and the Servicer. Each
of Blue Hill and the Servicer represents and warrants to the Purchasers and the
Administrative Agent that, as of the Fourth Amendment Effective Date and after
giving effect to this Fourth Amendment:

              a.     All of the representations and warranties of Blue Hill and
       the Servicer contained in this Fourth Amendment, the Purchase Agreement
       and the other Related Documents are true and correct in all material
       respects on and as of the Fourth Amendment Effective Date, as if then
       made (other than representations and warranties which expressly speak as
       of a different date, which shall be true and correct in all material
       respects as of that date);

              b.     Blue Hill is in compliance with Sections 5.01(d) and (e) of
       the Purchase Agreement; and

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              c.     No Termination Event or Incipient Termination Event has
       occurred and is continuing or will result after giving effect to this
       Fourth Amendment.

       6.     Effective Date. This Fourth Amendment shall become effective as of
the date first written above (the "Fourth Amendment Effective Date") upon the
satisfaction of each of the following conditions:

              a.     The Administrative Agent and Blue Hill shall have received
       each of the following documents, in each case in form and substance
       satisfactory to the Administrative Agent and Blue Hill:

                     i.    counterparts hereof executed by each of the Parties;

                     ii.   an executed Second Amendment to the Sale and
              Contribution Agreement, dated as of the date hereof, between Blue
              Hill and the Originator, acknowledged and agreed to by the
              Administrative Agent (the "Second Amendment to the Sale and
              Contribution Agreement") together with evidence of the
              effectiveness of the Second Amendment to the Sale and Contribution
              Agreement;

                     iii.  copies of each of the documents required to be
              delivered under Section 4 of the Second Amendment to the Sale and
              Contribution Agreement and evidence satisfactory to the
              Administrative Agent that the conditions precedent thereto have
              been satisfied; iv. execution copies of that certain Third
              Amendment to Purchase Agreement dated as of the date hereof
              between AmerisourceBergen Drug and ARFC and that certain Tenth
              Amendment to Receivables Purchase Agreement dated as of the date
              hereof among ARFC, AmerisourceBergen Drug, AmerisourceBergen
              Services Corporation, DFC and JPMorgan Chase and evidence
              satisfactory to the Administrative Agent that the conditions
              precedent thereto have been satisfied or waived;

                     v.    a certificate of an officer of the Seller attesting
              to the solvency of Seller;

                     vi.   a certificate of an officer of the Servicer attesting
              to the solvency of Servicer;

                     vii.  a certificate of an officer of the Seller certifying,
              among other things, that the representations and warranties
              contained in the Related Documents are correct as of the date
              hereof;

                     viii. a certificate of an officer of the Servicer
              certifying, among other things, that the representations and
              warranties contained in the Related Documents are correct as of
              the date hereof;

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              ix.   a certificate of the Secretary or Assistant Secretary of the
       Seller certifying that no changes have been made to the certificate of
       incorporation of the Seller and bylaws of the Seller, and certifying and
       attaching resolutions authorizing the Fourth Amendment, and an incumbency
       certificate;

              x.    a certificate of the Secretary or Assistant Secretary of the
       Servicer certifying that no changes have been made to the certificate of
       incorporation of the Servicer and the bylaws of the Servicer, and
       certifying and attaching resolutions authorizing the Fourth Amendment and
       an incumbency certificate;

              xi.   tax and good standing certificates of the Seller in the
       states of California and Delaware (to the extent not provided pursuant to
       clause (iii) above);

              xii.  tax and good standing certificates of the Servicer in the
       state of California, Pennsylvania and Delaware (to the extent not
       provided pursuant to clause (iii) above);

              xiii. a legal opinion as to true sale and substantive
       consolidation matters delivered by Dechert after giving effect to the
       Fourth Amendment;

              xiv.  a legal opinion as to security interests, enforceability,
       non-contravention and corporate matters delivered by Dechert, and in
       addition, a legal opinion delivered by the in-house counsel of the
       Servicer and the Seller, both, after giving effect to the Fourth
       Amendment;

              xv.   letters from Standard and Poor's Corporation confirming the
       A-1+ rating of the commercial paper of Redwood, and from Moody's
       Investors' Service, Inc. confirming the P-1 rating of the commercial
       paper of Redwood; and

              xvi.  such additional documentation as the Administrative Agent
       may reasonably request;

       b.     No law, regulation, order, judgment or decree of any Governmental
Authority shall, and no Party shall have received any notice that litigation is
pending or threatened which is likely to, enjoin, prohibit or restrain the
consummation of the transactions contemplated by this Fourth Amendment, except
for such laws, regulations, orders or decrees, or pending or threatened
litigation, that in the aggregate could not reasonably be expected to have a
Material Adverse Effect;

       c.     All of the representations and warranties of Blue Hill, the
Originator and the Servicer contained in this Fourth Amendment, the Second
Amendment to Sale and Contribution Agreement and the other Related

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       Documents shall be true and correct in all material respects on and as of
       the Fourth Amendment Effective Date, as if then made (other than
       representations and warranties which expressly speak as of a different
       date, which shall be true and correct in all material respects as of that
       date);

              d. All corporate and other proceedings, and all documents,
       instruments and other legal matters in connection with the transactions
       contemplated by this Fourth Amendment and the Second Amendment to Sale
       and Contribution Agreement shall be satisfactory in all respects in form
       and substance to the Administrative Agent;

              e. No Termination Event or Incipient Termination Event shall have
       occurred and be continuing on the Fourth Amendment Effective Date or will
       result after giving effect to this Fourth Amendment.

       7.     Reference to and Effect on the Related Documents.

              a. Upon the Fourth Amendment Effective Date, (i) each reference in
       the Purchase Agreement, or the Sale and Contribution Agreement (as
       amended by the Second Amendment to the Sale and Contribution Agreement)
       or any Related Documents to "Annex X" shall mean and be a reference to
       Annex X as amended and supplemented hereby, and (ii) each reference in
       the Purchase Agreement to "this Agreement", "hereunder", "hereof" or
       words of like import, and each reference in the Related Documents to the
       Purchase Agreement shall mean and be a reference to the Purchase
       Agreement as amended and supplemented hereby.

              b. Except to the extent specifically set forth herein, the
       respective provisions of the Purchase Agreement, Annex X and the other
       Related Documents shall not be amended, modified, waived, impaired or
       otherwise affected hereby, and such documents and the Obligations under
       each of them are hereby confirmed as being in full force and effect.

              c. This Fourth Amendment shall be limited solely to the matters
       expressly set forth herein and shall not (i) constitute an amendment or
       waiver of any other term or condition of the Purchase Agreement, Annex X
       or any other Related Document, (ii) prejudice any right or rights which
       any of the Parties may now have or may have in the future under or in
       connection with the Purchase Agreement, Annex X or any other Related
       Document, (iii) require any of the Parties to agree to a similar
       transaction on a future occasion or (iv) create any right herein to
       another Person or other beneficiary or otherwise, except to the extent
       specifically provided herein.

       8.     Miscellaneous. This Fourth Amendment is a Related Document. The
headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof.

                                                             FOURTH AMENDMENT TO
                                                                RPSA AND ANNEX X

                                       12

<PAGE>

       9.   Section Titles. The Section titles in this Fourth Amendment are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

       10.  Counterparts. This Fourth Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.

       11.  GOVERNING LAW. THIS FOURTH AMENDMENT, AND ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       12.  No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Fourth Amendment. In the event an
ambiguity or question of intent or interpretation arises, this Fourth Amendment
shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Fourth Amendment.

       13.  Waiver by Originator, the Servicer and Blue Hill. Each of the
Originator,the Servicer and Blue Hill hereby waives any claim, defense, demand,
action or suit of any kind or nature whatsoever against the Purchasers or the
Administrative Agent arising on or prior to the date of this Fourth Amendment in
connection with any of the Related Documents or the transactions contemplated
thereunder.

                                     * * * *

                                                             FOURTH AMENDMENT TO
                                                                RPSA AND ANNEX X

                                       13

<PAGE>

            IN WITNESS WHEREOF, Blue Hill, the Originator, the Servicer, the
Purchasers, and the Administrative Agent have caused this Fourth Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

                                            BLUE HILL II, INC.


                                            By:   _________________________
                                                  Name:
                                                  Title:


                                            AMERISOURCEBERGEN DRUG CORPORATION,
                                            a Delaware corporation, as successor
                                            by merger to Bergen Brunswig Drug
                                            Company, a California corporation,
                                            as Originator and as Servicer

                                            By:   _________________________
                                                  Name:
                                                  Title:

                                SIGNATURE PAGE TO
                              FOURTH AMENDMENT TO
                                RPSA AND ANNEX X

<PAGE>

                                      REDWOOD RECEIVABLES CORPORATION,
                                      as Conduit Purchaser

                                      By:   ________________________________
                                            Name:  Craig Winslow
                                            Title: Assistant Secretary

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      as Committed Purchaser

                                      By:   ________________________________
                                            Name:  Brian P. Schwinn
                                            Title: Duly Authorized Signatory

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      as Administrative Agent

                                      By:   ________________________________
                                            Name:  Brian P. Schwinn
                                            Title: Duly Authorized Signatory

WITH THE CONSENT OF:

JP MORGAN CHASE BANK,
as Administrative Agent under the ARFC/JPMorgan
Chase Purchase Agreement

________________________________________________
Name:
Title:

                                SIGNATURE PAGE TO
                               FOURTH AMENDMENT TO
                                RPSA AND ANNEX X

<PAGE>

                                     ANNEX I

                                 Exhibit 2.04(d)

                                 (see attached)

<PAGE>

                                                                 EXHIBIT 2.04(d)

                                     FORM OF
                    PURCHASER INTEREST RECONVEYANCE AGREEMENT

          THIS PURCHASER INTEREST RECONVEYANCE AGREEMENT (this "Agreement") is
made and entered into as of [INSERT DATE], among BLUE HILL II, INC., a Delaware
corporation ("Blue Hill"), REDWOOD RECEIVABLES CORPORATION ("Conduit
Purchaser"), and GENERAL ELECTRIC CAPITAL CORPORATION as committed purchaser
("Committed Purchaser") and as administrative agent for the Conduit Purchaser
and the Committed Purchaser (the "Agent"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in Annex X to the
Purchase Agreement (as defined below).

                               Statement of Facts

          Pursuant to that certain Receivables Purchase and Servicing Agreement,
dated as of December 20, 2000, as amended on August 29, 2001, and as amended on
December 21, 2001, and as amended on October 1, 2002, among Blue Hill, the
Servicer, the Purchasers and the Administrative Agent (as further amended,
restated, supplemented or otherwise modified from time to time, the "Purchase
Agreement"), the Purchasers have purchased from Blue Hill undivided percentage
interests in certain trade receivables (and related rights thereto) owned by
Blue Hill and generated by the Originator at BH2 Designated Distribution
Centers.

          The Originator has given notice to Blue Hill of the Originator's
intent to consolidate the Consolidating Location (defined below) into an ARFC
Designated Distribution Center in accordance with Section 8.13 of the Sale
Agreement, and, in connection therewith, to repurchase from Blue Hill all
outstanding BH2 Designated Receivables with respect to the Consolidating
Location (as set forth in Schedule I hereto, or in satisfactory form as is
acceptable to the Buyer and consented to by the Administrative Agent, the
"Reassigned Receivables"), and to have Blue Hill release its security interests
therein. Pursuant to Section 2.04(d) of the Purchase Agreement, upon the request
of Blue Hill, each Purchaser shall reconvey its Purchaser Interests in such
Reassigned Receivables either (a) through the transfer of such Purchaser
Interests in exchange for Purchaser Interests in other Transferred Receivables
with an Outstanding Balance equal to the Outstanding Balance of the Reassigned
Receivables or (b) for cash in an amount equal to the Outstanding Balance of the
Reassigned Receivables.

                               Statement of Terms

          NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1.   Distribution Center Consolidation. On the date hereof, the Originator
will consolidate the BH2 Designated Distribution Center located at [insert
location details here] (the "Consolidating Location") into the ARFC Designated
Distribution Center located at [insert

<PAGE>

location details here]. On the date hereof, the Designated Receivables Schedule
is hereby amended to provide that the Consolidating Location is not a "BH2
Designated Distribution Center" but is an "ARFC Designated Distribution Center".
As of the date hereof, the Outstanding Balance of the Reassigned Receivables is
$[___________] ("Reassigned Receivables Outstanding Balance").

     2.   Reconveyance by Purchasers.

          a. In connection with the Distribution Center Consolidation detailed
     in Paragraph 1 above, and subject to the terms and conditions of this
     Agreement, each Purchaser hereby sells, assigns, transfers, and conveys to
     Blue Hill without recourse, and Blue Hill hereby accepts, purchases and
     receives, all of each Purchaser's rights, titles and interests in and to
     the Reassigned Receivables. In consideration of each Purchaser's transfer
     and conveyance hereunder to Blue Hill of the Reassigned Receivables, Blue
     Hill shall either (i) pay to the Administrative Agent on behalf of the
     Purchasers a purchase price in cash in the amount equal to the Purchase
     Excess, if any, after giving effect to such reconveyance or (ii) transfer
     to the Purchasers Purchaser Interests in other Transferred Receivables
     having an Outstanding Balance equal to the Reassigned Receivables
     Outstanding Balance.

          b. Subject to the terms and conditions of this Agreement, the
     Administrative Agent and the Purchasers hereby release and terminate all
     security interests or other rights or interests that the Administrative
     Agent and the Purchasers may have in (i) the Reassigned Receivables, (ii)
     the Originator's rights in the merchandise (including returned goods)
     relating to the Reassigned Receivables, (iii) all Reassigned Accounts, (iv)
     any other Seller Collateral to the extent relating to the foregoing, and
     (v) all proceeds, substitutions and replacements for each of the foregoing
     (the "Released Security Interest").

     3.   Effectiveness of this Agreement. This Agreement shall be effective as
of the date hereof upon receipt by the Administrative Agent of counterparts of
this Agreement executed by each of the other parties hereto.

     4.   Further Assurances. The Administrative Agent and the Purchasers each
hereby agrees to execute and deliver such UCC amendment financing statements and
such other documents as Blue Hill may reasonably request from time to time in
order to more fully effectuate the transactions contemplated by this Agreement
(including, without limitation, those necessary to terminate or assign Lockbox
Account Agreements and Deposit Account Agreements); provided, however, that any
and all such financing statements and other documents shall be prepared and/or
recorded at Blue Hill's expense.

     5.   Representations and Warranties. Each of the parties hereto represents
and warrants that it has the full corporate or other power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
that this Agreement has been duly and validly executed and delivered by it (and
assuming the due and valid execution and delivery







<PAGE>

hereof by all other parties hereto) constitutes a legal, valid and binding
obligation of such party enforceable against it in accordance with its terms.

     6.   Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement may be executed in any number
of several counterparts, and each such counterpart shall constitute an original
and all such counterparts together shall constitute one and the same instrument.
The delivery of an executed counterpart hereof by facsimile shall constitute
delivery of an executed counterpart hereof.

                                      * * *

<PAGE>

          IN WITNESS, each of the parties hereto, by their respective duly
authorized signatories, has executed and delivered this Agreement as of the date
first above written.

                              BLUE HILL II, INC.

                              __________________________________________________
                              Name:
                              Title:

                              GENERAL ELECTRIC CAPITAL CORPORATION,
                              as Administrative Agent and as Committed Purchaser


                              __________________________________________________
                              Name:
                              Title:

                              REDWOOD RECEIVABLES CORPORATION,
                              as Conduit Purchaser

                              __________________________________________________
                              Name:
                              Title:


                                                             FOURTH AMENDMENT TO
                                                                RPSA AND ANNEX X

<PAGE>

                                   Schedule I

                             Reassigned Receivables


                                                             FOURTH AMENDMENT TO
                                                                RPSA AND ANNEX X