<PAGE>

                                                                     EXHIBIT 4.3

                               SECOND AMENDMENT TO

                         SALE AND CONTRIBUTION AGREEMENT

                  THIS SECOND AMENDMENT TO SALE AND CONTRIBUTION AGREEMENT,
dated as of December 2, 2002 (this "Second Amendment") relates to that certain
Sale and Contribution Agreement dated as of December 20, 2000, between Blue Hill
and the Originator (each as defined below), as amended by the First Amendment to
Sale and Contribution Agreement dated as of October 1, 2002 (the "Sale and
Contribution Agreement"), and is entered into by and between BLUE HILL II, INC.,
a Delaware corporation ("Blue Hill") and AMERISOURCEBERGEN DRUG CORPORATION
(f/k/a Amerisource Corporation), a Delaware corporation, as successor by merger
to Bergen Brunswig Drug Company, a California corporation, the originator (in
such capacity, the "Originator"). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in 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, 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, and as amended by that certain Fourth Amendment dated as of the
date hereof ("Annex X").

                               W I T N E S S E T H

                  WHEREAS, Blue Hill and Bergen Brunswig have entered into the
Sale and Contribution Agreement pursuant to which Blue Hill has purchased BH2
Designated Receivables originated by the Originator, which are Receivables
generated by the Originator at BH2 Designated Distribution Centers;

                  WHEREAS, Blue Hill, the Servicer, the Administrative Agent and
the Purchasers have entered into the Purchase Agreement pursuant to which Blue
Hill has sold undivided percentage ownership interests in the BH2 Designated
Receivables and related collateral to the Purchasers;

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

                  WHEREAS, the Originator has advised that from time to time, it
intends to consolidate certain of the ARFC Designated Distribution Centers into
BH2 Designated

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

Distribution Centers and certain of the BH2 Designated Distribution Centers into
ARFC Designated Distribution Centers;

                  WHEREAS, Blue Hill and the Originator (collectively, the
"Parties") have mutually requested that the Sale and Contribution Agreement be
amended (the "Amendments") to permit consolidation of certain of the
Distribution Centers of Originator; and

                  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 Sale and Contribution Agreement. Upon the
Second Amendment Effective Date, the Sale and Contribution Agreement is hereby
amended as follows:

                  a.   By amending Section 5.2(p) by deleting the words "as of
           the Third Amendment Effective Date".

                  b.   By deleting the penultimate and ultimate sentences of
           Section  6.1(h) in their entirety and substituting the following in
           their stead:

                  The Originator shall only add a Lockbox Account Bank, Deposit
                  Bank, Lockbox, Deposit Account or Lockbox Account to those
                  listed on Exhibit D of the Purchase Agreement (i) as permitted
                  under Section 8.13 hereof in connection with a Distribution
                  Center Consolidation or (ii) if the Buyer has consented
                  thereto and received notice of such addition, a copy of any
                  new Lockbox Agreement or Deposit Account Agreement
                  substantially in the form of Exhibit B-1 or B-2, respectively,
                  of the Purchase Agreement (with such changes as are acceptable
                  to the Buyer) from any new Lockbox Account Bank or Deposit
                  Bank. The Originator shall only terminate a Lockbox Account
                  Bank, Deposit Bank or Lockbox, or close a Lockbox Account, or
                  Deposit Account, (x) as permitted under Section 8.13 hereof in
                  connection with a Distribution Center Consolidation or (y)
                  with Buyer's consent and upon 30 days advance notice to the
                  Buyer and the Administrative Agent.

                  c.   By adding the following Section 8.13 in proper
           alphanumerical order:

                       8.13  Distribution Center Consolidation. From time to
                  time, the Originator may (but shall have no obligation to)
                  consummate Distribution Center Consolidations; provided,
                  however, that if the Originator proposes to consummate any
                  Distribution Center Consolidation, the Originator shall
                  provide the Buyer and the Administrative Agent with at least
                  60 days prior written notice detailing the proposed
                  consolidation (including, without

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        2

<PAGE>

                  limitation, identifying the specific Distribution Centers
                  involved in such Distribution Center Consolidation,
                  identifying the Lockbox Accounts, Lockboxes and Deposit
                  Accounts involved in (or otherwise affected by or related to)
                  such Distribution Center Consolidation (including any such
                  Lockbox Accounts, Lockboxes and Deposit Accounts to be opened,
                  closed or transferred in connection therewith), identifying
                  the Obligors involved in (or otherwise affected by or related
                  to) such Distribution Center Consolidation, and setting forth
                  the actions proposed to be taken with respect thereto) and
                  specifying the proposed date of such consolidation, and such
                  consolidation shall be subject to satisfaction of the
                  following conditions precedent:

                           (a) No Termination Event or Incipient Termination
                  Event shall have occurred and be continuing or will result
                  after giving effect to such consolidation, and no "Termination
                  Event", "Servicing Default", "Potential Termination Event" or
                  unmatured "Servicing Default" under and as defined in the
                  ARFC/JPMorgan Chase Purchase Agreement shall have occurred and
                  be continuing or will result after giving effect to such
                  consolidation;

                           (b) All of the representations and warranties of Blue
                  Hill, the Originator and the Servicer contained in the Sale
                  and Contribution Agreement and the other Related Documents
                  shall be true and correct in all material respects on and as
                  of date of such consolidation, 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);

                           (c) An amended and restated Designated Receivables
                  Schedule to reflect the Distribution Center Consolidation
                  shall have been prepared by the Originator and delivered to
                  the Administrative Agent;

                           (d) To the extent the Distribution Center
                  Consolidation provides for the consolidation of a BH2
                  Designated Distribution Center into an ARFC Designated
                  Distribution Center:

                               (i)   the Purchasers shall have reconveyed
                           their Purchaser Interest in all outstanding BH2
                           Designated Receivables generated at such BH2
                           Designated Distribution Center in accordance with
                           Section 2.04(d) of the Purchase Agreement, the
                           Purchasers and the Buyer shall have executed and
                           delivered a Purchaser Interest Reconveyance
                           Agreement, and the Buyer shall have paid any amounts
                           due with respect thereto pursuant to Section 2.04(d)
                           of the Purchase Agreement;

                               (ii)  the Administrative Agent and the Purchasers
                           shall have terminated or assigned each Lockbox
                           Account Agreement

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        3

<PAGE>

                           and Deposit Account Agreement with respect to
                           Accounts identified on the Designated Receivables
                           Schedule with respect to such BH2 Designated
                           Distribution Center (the "Reassigned Accounts") and
                           the other actions and deliveries specified in Section
                           6.01(e) of the Purchase Agreement shall have been
                           completed;

                               (iii) the Buyer and Originator (with the consent
                           of the Administrative Agent) shall have executed and
                           delivered a Reconveyance Agreement in substance
                           satisfactory to the Administrative Agent, and the
                           Buyer shall have received the "Purchase Price" set
                           forth therein; and

                               (iv)  the Administrative Agent shall have
                           received an Officer's Certificate of the Buyer that
                           the Purchase Price equals the fair market value of
                           the "Reassigned Receivables" (as defined in the
                           applicable Reconveyance Agreement);

                           (e) To the extent such Distribution Center
                  Consolidation provides for the consolidation of an ARFC
                  Designated Distribution Center into a BH2 Designated
                  Distribution Center:

                               (i)   to the extent (A) the Outstanding Balance
                           of the Receivables originated at such ARFC Designated
                           Distribution Center are in excess of the lesser of
                           (x) $25,000,000 and (y) 10.0% of the Outstanding
                           Balance of Transferred Receivables or (B) the ratio
                           of (x) the Outstanding Balance of all Receivables
                           originated at ARFC Designated Distribution Centers
                           that have been consolidated into BH2 Designated
                           Distribution Centers, including the ARFC Designated
                           Distribution Center currently proposed to be
                           consolidated into a BH2 Designated Distribution
                           Center, to (y) the current Outstanding Balance of
                           Transferred Receivables, exceeds 15.0%, the Rating
                           Agency Condition shall have been satisfied with
                           respect to such consolidation and the Buyer and
                           Administrative Agent shall have completed
                           satisfactory due diligence with respect to the
                           Receivables originated at such ARFC Designated
                           Distribution Center;

                               (ii)  the Buyer and the Administrative Agent
                           shall have received evidence satisfactory to them of
                           completion of the actions and deliveries required by
                           Section 6.01(e)(ii) of the Purchase Agreement; and

                               (iii) the Buyer and the Administrative Agent
                           shall have received satisfactory documentation
                           evidencing (A) the reconveyance to ARFC of DFC's
                           purchaser interest in the Receivables generated at
                           the ARFC Designated Distribution

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        4

<PAGE>

                       Center and the release of liens associated therewith, (B)
                       the reconveyance of the Receivables generated at the ARFC
                       Designated Distribution Center to the Originator and the
                       release of liens associated therewith, and (C) that the
                       conditions precedent to such Distribution Center
                       Consolidation have been satisfied in accordance with the
                       ARFC/JP Morgan Chase Purchase Agreement and the ASC/ARFC
                       Purchase Agreement;

                  (f)  The Buyer and the Administrative Agent shall have
                  received an Officer's Certificate certifying (i) as to the
                  matters set forth in Section 8.13(a) together with a pro forma
                  compliance certificate setting forth the calculations (as
                  applicable) substantiating such certification and attaching an
                  Investment Base Certificate giving effect to such Distribution
                  Center Consolidation, (ii) among other things, as to the
                  matters set forth in Section 8.13(b), (iii) and attaching the
                  Designated Receivables Schedule delivered pursuant to Section
                  8.13(c), and (iv) as to the truth and accuracy of the matters
                  set forth in Section 8.13(d) or (e), as applicable;

                  (g)  The Buyer and the Administrative Agent shall have
                  received a receivables aging report with respect to the
                  Receivables generated at the Distribution Center being
                  consolidated into a surviving Distribution Center, in form and
                  substance satisfactory to the Buyer and the Administrative
                  Agent (which report the Administrative Agent shall provide to
                  the Rating Agencies, together with a copy of the notice
                  delivered pursuant to the first paragraph of this Section
                  8.13);

                  (h)  Without limiting Section 8.13(d)(ii) or (e)(ii), not less
                  than 5 days prior to the date of such Distribution Center
                  Consolidation, the Buyer and the Administrative Agent shall
                  have received evidence (in form and substance satisfactory to
                  each of them) demonstrating that appropriate actions have been
                  taken and procedures established (all of which actions and
                  procedures must be satisfactory to the Buyer and the
                  Administrative Agent) to prevent (after giving effect to such
                  Distribution Center Consolidation) the commingling of
                  Collections in respect of Transferred Receivables with those
                  of any other Receivables in any Lockbox Account, Lockbox or
                  Deposit Account; and

                  (i)  The Buyer and the Administrative Agent shall have
                  received such additional documentation as the Buyer or
                  Administrative Agent may reasonably request.

                  d.   By adding Exhibit 8.13(b) in the form and substance of
           Annex I, attached hereto and made a part hereof.

           3.     Representations and Warranties of the Originator and the
Servicer. Each of the Originator and the Servicer represents and warrants to
Blue Hill that, as of the Second Amendment Effective Date and after giving
effect to this Second Amendment:

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        5

<PAGE>

               a.   All of the representations and warranties of the Originator
           and the Servicer contained in this Second Amendment, the Sale and
           Contribution Agreement and the other Related Documents are true and
           correct in all material respects on and as of the Second 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
           Second Amendment.

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

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

                    i.     counterparts hereof executed by each of the Parties;

                    ii.    satisfactory evidence of the effectiveness of the
               Fourth Amendment to the Receivables Purchase Agreement and Annex
               X, dated as of the date hereof, among, Blue Hill, the Servicer,
               the Administrative Agent and the Purchasers, together with
               delivery of an execution copy thereof and of the other documents
               delivered in connection therewith;

                    iii.   a certificate of an officer of the Originator
               attesting to the solvency of Originator;

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

                    v.     a certificate of the Secretary or Assistant Secretary
               of the Originator certifying no change in the certificate of
               incorporation of the Originator and bylaws of the Originator, and
               certifying and attaching resolutions authorizing the Second
               Amendment and an incumbency certificate;

                    vi.    tax and good standing certificates of the Seller in
               the states of California, Pennsylvania and Delaware;

                    vii.   tax and good standing certificates of the Originator
               in the state of California, Pennsylvania and Delaware;

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

                    ix.    a legal opinion as to security interests,
               enforceability, corporate matters and non-contravention delivered
               by Dechert, and in addition, a legal

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        6

<PAGE>

          opinion delivered by the in-house counsel of the Originator and Buyer,
          both, after giving effect to the Second Amendment;

               x. such additional documentation as the Buyer 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 Second
     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 and the
     Servicer contained in this Second Amendment and the other Related Documents
     shall be true and correct in all material respects on and as of the Second
     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 Second Amendment shall be satisfactory in all respects
     in form and substance to the Buyer; and

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

     5.   Reference to and Effect on the Related Documents

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

          b.   Except to the extent specifically set forth herein, the
     respective provisions of the Sale and Contribution Agreement 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 Second 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 Sale and Contribution
     Agreement or any other Related Document, (ii) prejudice any right or rights
     which any of the Parties, the Administrative Agent or the Purchasers may
     now have or may have in the future under or in connection with the Sale and
     Contribution Agreement or any other Related Document, (iii) require any of

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

                                        7

<PAGE>

     the Parties, the Administrative Agent or the Purchasers 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.

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

     7.  Section Titles. The Section titles in this Second 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.

     8.  Counterparts. This Second 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.

     9.  GOVERNING LAW. THIS SECOND 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.

     10. No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Second Amendment. In the event an ambiguity
or question of intent or interpretation arises, this Second 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 Second Amendment.

                                     * * * *

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT
                                       8

<PAGE>

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

                                            BLUE HILL II, INC.,
                                            as Buyer


                                            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:

ACKNOWLEDGED AND AGREED:

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

By: _________________________
    Name:
    Title:

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

                                     ANNEX I

                                 Exhibit 8.13(b)

                                 (see attached)

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

                                                                 EXHIBIT 8.13(b)

                                     FORM OF
                             RECONVEYANCE AGREEMENT

          THIS RECONVEYANCE AGREEMENT (this "Agreement") is made and entered
into as of [INSERT DATE], between BLUE HILL II, INC., a Delaware corporation
(the "Buyer") and AMERISOURCEBERGEN DRUG CORPORATION (f/k/a Amerisource
Corporation), a Delaware corporation, as successor by merger to Bergen Brunswig
Drug Company, a California corporation (the "Originator"). All capitalized terms
not otherwise defined herein shall have the meanings ascribed to such terms in
Annex X to the Sale Agreement (as defined below).

                               Statement of Facts

          Pursuant to that certain Sale and Contribution Agreement, dated as of
December 20, 2000, between the Buyer and the Originator, as amended by that
certain First Amendment to Sale and Contribution Agreement, dated as of October
1, 2002, and as amended by that certain Second Amendment to Sale and
Contribution Agreement, dated as of December 2, 2002 (as amended, restated
supplemented or otherwise modified from time to time, the "Sale Agreement"), the
Buyer has purchased from time to time from the Originator certain trade
receivables (and related rights thereto) generated by the Originator at BH2
Designated Distribution Centers.

          The Originator has given notice to the Buyer 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 the Buyer all
outstanding BH2 Designated Receivables with respect to the Consolidating
Location (as set forth in Schedule II hereto, or in satisfactory form as is
acceptable to the Buyer, the "Reassigned Receivables") and have the Buyer
release its security interests therein.

                               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 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 $[___________] (the "Reassigned
Receivables Outstanding Balance").

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

     2.   Reconveyance by Buyer.

          a. In connection with the Distribution Center Consolidation detailed
     in Paragraph 1 above, and subject to the terms and conditions of this
     Agreement, the Buyer hereby sells, assigns, transfers, and conveys to the
     Originator without recourse, and the Originator hereby accepts, purchases
     and receives, all of the Buyer's rights, titles and interests in and to the
     Reassigned Receivables. In consideration of the Buyer's transfer and
     conveyance hereunder to the Originator of the Reassigned Receivables, the
     Originator shall pay a purchase price in an amount equal to the "Purchase
     Price" that would be applicable under the Sale Agreement if such Reassigned
     Receivables were "Sold Receivables" (each as defined in Annex X) (the
     "Purchase Price"), to be paid as set forth on Schedule I hereto either in
     cash and/or in the form of a reduction of the subordinated debt owing by
     the Buyer to the Originator, if any, which Purchase Price represents the
     fair market value of the Reassigned Receivables as of the date hereof.

          b. Subject to the terms and conditions of this Agreement, the Buyer
     hereby releases and terminates all security interests or other rights or
     interests that the Buyer 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 Originator 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 Buyer hereby agrees to execute and deliver
such UCC amendment financing statements and such other documents as the
Originator 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
the Originator'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 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

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

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.

                                      * * *

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<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.

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


                                            ____________________________________
                                            Name:
                                            Title:

                                            BLUE HILL II, INC.,
                                            as Buyer


                                            ____________________________________
                                            Name:
                                            Title:

ACKNOWLEDGED AND AGREED:

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent


_____________________________________________
Name: Brian P. Schwinn
Title: Duly Authorized Signatory

                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

                                   SCHEDULE I

                                 Purchase Price
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Outstanding Balance of       Fair Market Value         Reduction to Subordinated    Cash
----------------------       -----------------         -------------------------    ----
Reassigned Receivables       (as a percentage)         Note
----------------------       -----------------         ----
---------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                          <C>
---------------------------------------------------------------------------------------------------
</TABLE>


                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT

<PAGE>

                                   SCHEDULE II

                             Reassigned Receivables


                                                             SECOND AMENDMENT TO
                                                 SALE AND CONTRIBUTION AGREEMENT