Exhibit 10.3






Exhibit 10.3




EXECUTION COPY




SECOND AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
October 28, 2011 (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 PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, and
BANK OF AMERICA, NATIONAL ASSOCIATION (“Bank of America”), a national banking association,
as administrator (in such capacity, the “Administrator”).



R E C I T A L S




The Seller, Servicer, the Purchaser Groups, and the Administrator are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Agreement” or the
“Receivables Purchase 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. As of the Effective Date (as defined below), the
Receivables Purchase Agreement is hereby amended as follows:




(i) Section 5.1(l) is amended to insert the phrase “As of October 28, 2011,” at the
beginning thereof.




(ii) Section 5.3(l) is amended to insert the phrase “As of October 28, 2011,” at the
beginning thereof.




(iii) Section 7.1(i) is amended to delete clause (ii) thereof in its entirety.




(iv) Section 7.3(m) is amended to delete clause (ii) thereof in its entirety.




(v) Section 9.1(i) is amended to delete the phrase “or any material adverse development
in any such litigation shall have occurred,” where it appears therein in its entirety.




(vi) Section 9.1(o) is amended to delete the number “6.11” where it appears therein and
substitute the number “6.12” therefor and to delete the date “March 18, 2011” where it
appears therein and substitute the date “October 29, 2011” therefor.


 


 









 






(vii) The definition of “Credit Agreement” set forth on Exhibit I is amended
and restated as follows:




“Credit Agreement” shall mean the Credit Agreement, dated as of March 18, 2011, as
amended and restated as of October 28, 2011, which is attached as Exhibit A
to the Amendment and Restatement Agreement, dated as of October 28, 2011, among
AmerisourceBergen, the borrowing subsidiaries from time to time party thereto, the
lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and the
other parties thereto (without giving effect to any amendment, waiver, termination,
supplement or other modification thereof thereafter unless consented to by the
Required Purchaser Agents).




(viii) The definition of “Scheduled Facility Termination Date” set forth on
Exhibit I for any Group Commitment (or portion thereof) is amended and restated as
follows:




“Scheduled Facility Termination Date” means, for any Group Commitment (or
portion thereof), the “Scheduled Facility Termination Date” set forth therefor on
the signature page to the Second Amendment to the Amended and Restated Receivables
Purchase Agreement, dated as of October 28, 2011 (or in the applicable Assumption
Agreement or Transfer Supplement).



3. Representations and Warranties; Covenants. Each of the Seller and the Servicer (on
behalf of the Seller) hereby certifies, represents and warrants to the Administrator, each
Purchaser Agent and each Purchaser that on and as of the date hereof:




(i) each of its representations and warranties contained in Article V of the
Agreement is true and correct, in all material respects, as if made on and as of the
Effective Date;




(ii) no event has occurred and is continuing, or would result from this Amendment or
any of the transactions contemplated herein, that constitutes an Amortization Event or
Unmatured Amortization Event;




(iii) the Facility Termination Date for all Purchaser Groups has not occurred; and




(iv) the Credit Agreement has not been amended.



4. Effect of Amendment. Except as expressly amended and modified by this Amendment,
all provisions of the Agreement shall remain in full force and effect. After this Amendment
becomes effective, all references in each of the Agreements to “this Agreement”, “hereof”,
“herein”, or words of similar effect referring to such Agreement shall be deemed to be references
to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the Agreement (or any related document or
agreement) other than as set forth herein.



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5. Effectiveness. This Amendment shall become effective on the date hereof (the
“Effective Date”) subject to the condition precedent that each Purchaser Agent shall have
received, on or before the Effective Date, each of the following, each in form and substance
satisfactory to the Purchaser Agents:



(a) counterparts of (i) this Amendment and (ii) the amended and restated Fee Letter by and
among, inter alia, the Seller and each Purchaser Agent and dated as of the date hereof, and, in
each case duly executed by each of the parties thereto;



(b) the Administrator, each Purchaser Agent and PNC Capital Markets LLC shall have received
all accrued and unpaid fees, costs and expenses to the extent then due and payable to it or the
Purchasers on the Effective Date; and



(c) such other documents and instruments as a Purchaser Agent may reasonably request.



7. 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. Counterparts
of this Amendment may be delivered by facsimile transmission or other electronic transmission, and
such counterparts shall be as effective as if original counterparts had been physically delivered,
and thereafter shall be binding on the parties hereto and their respective successors and assigns.



8. Governing Law. This Amendment shall be governed by, and construed in accordance
with the law of the State of New York without regard to any otherwise applicable principles of
conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).



9. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Agreement or any other Transaction Document or any provision hereof or thereof.



[signature pages begin on next page]




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



	 	 	 	 	 
	 	AMERISOURCE RECEIVABLES FINANCIAL
 CORPORATION, as
Seller

 	 
	 	By:  	/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 	 



Acknowledged and Agreed

AMERISOURCEBERGEN CORPORATION




	 	 	 	 	 

	By:

	 	/s/ J.F. Quinn
 

Name: J.F. Quinn
	 	 
	 

	 	Title: Vice President & Corporate Treasurer	 	 






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	 	BANK OF AMERICA, NATIONAL 
ASSOCIATION, as
Administrator

 	 
	 	By:  	/s/ Nina Austin
 	 
	 	 	Name:  	Nina Austin 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as Purchaser
Agent, Uncommitted Purchaser and Related Committed
Purchaser for Bank of America, National Association

 	 
	 	By:  	/s/ Nina Austin
 	 
	 	 	Name:  	Nina Austin 	 
	 	 	Title:  	Vice President 	 
	 
	 	Scheduled Facility Termination Date: October 28,
2014

 	 



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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Purchaser
Agent, Uncommitted Purchaser and Related Committed
Purchaser for Wells Fargo Bank, National Association

 	 
	 	By:  	/s/ Elizabeth R. Wagner
 	 
	 	 	Name:  	Elizabeth R. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	Scheduled Facility Termination Date: October 28,
2014

 	 



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LIBERTY STREET FUNDING LLC, as an 
Uncommitted
Purchaser

 	 
	 	By:  	/s/ Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo 	 
	 	 	Title:  	Vice President 	 
	 	


THE BANK OF NOVA SCOTIA, as Purchaser Agent and
Related Committed Purchaser for Liberty Street
Funding LLC

 	 
	 	By:  	/s/ John Frazell
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 
	 	


Scheduled Facility Termination Date: October 28,
2014

 	 



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MARKET STREET FUNDING LLC, as an 
Uncommitted
Purchaser

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 	


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

 	 
	 	By:  	/s/ William P. Falcon
 	 
	 	 	Name:  	William P. Falcon 	 
	 	 	Title:  	Vice President 	 
	 
	 	Scheduled Facility Termination Date: October 28,
2014

 	 




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VICTORY RECEIVABLES CORPORATION,
 as an Uncommitted
Purchaser

 	 
	 	By:  	/s/ David V. DeAngelis
 	 
	 	 	Name:  	David V. DeAngelis 	 
	 	 	Title:  	Vice President 	 
	 	


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
BRANCH, as Purchaser Agent for Victory Receivables
Corporation

 	 
	 	By:  	/s/ Aditya Reddy
 	 
	 	 	Name:  	Aditya Reddy 	 
	 	 	Title:  	Managing Director 	 
	 	


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
BRANCH, as Related Committed Purchaser for Victory
Receivables Corporation

 	 
	 	By:  	/s/ Brian McNany
 	 
	 	 	Name:  	B. McNany 	 
	 	 	Title:  	Vice President 	 
	 	


Scheduled Facility Termination Date: October 28,
2014

 	 



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WORKING CAPITAL MANAGEMENT CO., LP, as Uncommitted
Purchaser and as Related Committed Purchaser for
Working Capital Management Co., LP

 	 
	 	By:  	/s/ S. Nochiide
 	 
	 	 	Name:  	Shinichi Nochiide 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 	


MIZUHO CORPORATE BANK, LTD., as Purchaser Agent for

Working Capital Management Co., LP

 	 
	 	By:  	/s/ Bertram H. Tang
 	 
	 	 	Name:  	  Bertram Tang
	 
	 	 	Title:  	
Authorized Signatory 	 
	 
	 	Scheduled Facility Termination Date: October 28,
2014
 	 



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