First Amendment dated as of December 12, 2003



 Exhibit 4.29 
  
 FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT 
  
 THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 12, 2003 (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 FROM TIME TO TIME PARTY THERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrator for each of the Purchaser Groups party thereto (together with its
successors and assigns in such capacity, the “Administrator”). 
  
 RECITALS 
  
 A. The Seller,
Servicer, the various other Purchaser Groups from time to time party thereto 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: 
  
 2.1 The last sentence
in the definition of “Obligor Concentration Limit” as set forth in Exhibit I to the Agreement is hereby amended as follows: 
  
 As of December 12, 2003, Longs Drug Stores Corporation, AdvancePCS, Inc. and Medco Health Solutions, Inc. shall have a Special Concentration Limit of
8.0%, 5.5% and 4.75%, respectively. 
  
 2.2 The definition of
“Required Reserve Factor Floor” as set forth in Exhibit I to the Agreement is hereby amended by replacing the reference to “18.5%” therein with “20.75%”. 
  
 3. Effect of Amendment. This Amendment shall become effective upon the
execution of such Amendment by all of the parties hereto. 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. 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.

  
 5. 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. 
  
 6. 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 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:	 	 /s/ J.F. Quinn

	 Name:
	 	 J.F. Quinn

	 Title:
	 	 Vice President & Corporate Treasurer



  

			
	AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer
		
	By:	 	 /s/ J.F. Quinn

	 Name:
	 	 J.F. Quinn

	 Title:
	 	 Vice President & Corporate Treasurer



  


					
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 Agreement (ARFC)











			
	 BLUE RIDGE ASSET FUNDING
 CORPORATION, as a
Conduit Purchaser

	
	 BY: WACHOVIA CAPITAL MARKETS, LLC, its
 attorney-in-fact

		
	 By:
	 	 /s/ Douglas R. Wilson, Sr.

	 Name:
	 	 DOUGLAS R. WILSON, SR.

	 Title:
	 	 VICE PRESlDENT

	
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrator and as Purchaser Agent and Related Committed Purchaser for Blue Ridge Asset Funding Corporation
		
	 By:
	 	 /s/ Kenny Karpowicz

	 Name:
	 	 Kenny Karpowicz

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Kenny Karpowicz

	 Name:
	 	 Kenny Karpowicz

	 Title:
	 	 Vice President



  


					
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 Agreement (ARFC)











			
	EAGLEFUNDING CAPITAL CORPORATION, as a Conduit Purchaser
		
	 BY:
	 	 FLEET SECURITIES, INC., its attorney-in-fact

		
	 By:
	 	 /s/ John T. Hackett, III

	 Name:
	 	 John T. Hackett, III

	 Title:
	 	 Managing Director

	
	FLEET NATIONAL BANK, as a Related Committed Purchaser for EagleFunding Capital Corporation
		
	 BY:
	 	 FLEET SECURITIES, INC.

		
	 By:
	 	 /s/ John T. Hackett, III

	 As Agent for Fleet National Bank

	 Name:
	 	 John T. Hackett, III

	 Title:
	 	 Managing Director

	
	FLEET SECURITIES, INC., as Purchaser Agent for EagleFunding Capital Corporation and its Related Committed Purchasers
		
	 By:
	 	 /s/ John T. Hackett, III

	 Name:
	 	 John T. Hackett, III

	 Title:
	 	 Managing Director



  


					
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 Agreement (ARFC)











			
	LIBERTY STREET FUNDING CORP., as a Conduit Purchaser
		
	 By:
	 	 /s/ Bernard J. Angelo

	 Name:
	 	 Bernard J. Angelo

	 Title:
	 	 Vice President

	
	THE BANK OF NOVA SCOTIA, as Administrator and as Purchaser Agent and Related Committed Purchaser for Liberty Street Funding Corp.
		
	 By:
	 	 /s/ Michael Eden

	 Name:
	 	 Michael Eden

	 Title:
	 	 Director



  


					
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 Agreement (ARFC)











			
	 ATLANTIC ASSET SECURITIZATION CORP.,
 as a Conduit Purchaser

		
	 BY:
	 	 CREDIT LYONNAIS, its attorney-in-fact

		
	By:	 	 /s/ Anthony Brown

	 Name:
	 	 Anthony Brown

	 Title:
	 	 Vice President

	
	 CREDIT LYONNAIS, as Administrator and as
 Purchaser Agent and Related Committed Purchaser
 for Atlantic Asset Securitization Corp.

		
	By:	 	 /s/ Anthony Brown

	 Name:
	 	 Anthony Brown

	 Title:
	 	 Vice President



  


					
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 Agreement (ARFC)











			
	 MARKET STREET FUNDING CORPORATION,
 as a Conduit Purchaser

		
	By:	 	 /s/ Evelyn Echevarria

	 Name:
	 	 Evelyn Echevarria

	 Title:
	 	 Vice President

	
	 PNC BANK, NATIONAL ASSOCIATION, as
 Administrator and as Purchaser Agent and Related
 Committed Purchaser for Market Street Funding
 Corporation

		
	By:	 	 /s/ John T. Smathers

	 Name:
	 	 John T. Smathers

	 Title:
	 	 Vice President



  


					
	 	  	S-6	  	 First Amendment to Receivables Purchase
 Agreement (ARFC)