Filed by Bowne Pure Compliance





Exhibit 10.17



EXECUTION COPY




EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT




THIS EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 18, 2008 (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




A. The Seller, Servicer, the Purchaser Groups and the Administrator are parties to that
certain Receivables Purchase Agreement, dated as of July 10, 2003 (as amended, supplemented or
otherwise modified from time to time, the “Agreement” or the “Receivables Purchase
Agreement”).



B. The parties hereto desire to enter into this Amendment to amend the Agreement as provided
herein.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



1. Certain Defined Terms. Capitalized terms used but not defined herein shall have
the meanings set forth for such terms in Exhibit I to the Agreement.




2. Amendments to the Agreement. The Agreement is hereby amended as follows:



(a) Clause (X) of Section 1.1(b) of the Agreement is hereby amended and
restated in its entirety as follows:




upon at least 10 Business Days’ prior written notice in substantially the form
of Exhibit XVIII hereto (a “Purchase Limit Increase
Request”) to the Administrator
and each Purchaser Agent, request that each Purchaser Group increase its respective
existing Group Commitment; provided that:




(i) such requested increase shall be in an amount not less than $50,000,000 in
the aggregate and the Purchase Limit after giving effect to such increases shall not
exceed the sum of (A) the Non-Accordion Purchase Limit and (B) $250,000,000 without
the prior written consent of all Purchaser Agents,




(ii) each Purchaser Agent (on behalf of the related Purchaser Group) shall, in
its sole discretion, make a determination whether or not to grant any request to
increase its Purchaser Group’s Group Commitment under this clause (b) and shall
notify the Seller and the Administrator in writing of such determination within ten
(10) Business Days of receipt of a Purchase Limit Increase Request; provided
that if any Purchaser Agent fails to so notify the Seller or the Administrator, the
applicable Purchasers shall be deemed to have refused to consent to such Purchase
Limit Increase Request,


 


 









 






(iii) the Seller’s request for the increases in the respective Group
Commitments of the Purchaser Groups shall be ratable with respect to each such
Purchaser Group (according to the then existing Group Commitments of all such
Purchaser Groups), and if Purchaser Groups holding less than 100% of the aggregate
Group Commitments of all Purchaser Groups consent to such increase in their
respective Group Commitment, the Seller may request increases in the Group
Commitments of the Purchaser Groups who have consented (any such Purchaser Group, an
“Increasing Purchaser Group”) (by written notice to the Purchaser Agents for the
Increasing Purchaser Groups), on a ratable basis (based on the then existing Group
Commitments of all such Increasing Purchaser Groups), unless otherwise consented to
in writing by all the Purchaser Agents for such Increasing Purchaser Groups and at
the sole discretion of the Purchaser Agents for each such Increasing Purchaser
Group,




(iv) notwithstanding anything herein to the contrary, (A) to the extent the
Aggregate Invested Amount is at any time equal to or less than the Non-Accordion
Purchase Limit, all Incremental Purchases shall be made during such time ratably
according to each Purchaser’s Ratable Share of the Non-Accordion Purchase Limit
prior to giving effect to any increases under this clause (b) and (B) so
long as the Aggregate Invested Amount is greater than the Non-Accordion Purchase
Limit, all Incremental Purchases with respect to the Accordion Purchase Limit shall
be made ratably according to each Purchaser’s Accordion Ratable Share of the
Accordion Purchase Limit,




(v) on the first day of the second calendar quarter of each year, (A) the
Purchase Limit, if greater than the Non-Accordion Purchase Limit on the last day of
the immediately preceding calendar quarter, shall automatically be reduced to the
Non-Accordion Purchase Limit and each Purchaser Group’s Group Commitment will revert
to the amount shown on its signature page herein and (B) if the aggregate Accordion
Invested Amount is greater than zero after giving effect to such automatic reduction
pursuant to this sub-clause (v), the Seller shall pay to each Purchaser Agent for
the benefit of the related Purchasers in the Increasing Purchaser Groups immediately
an amount to be applied to reduce such Purchaser’s Accordion Invested Amount
(ratably, according to each Purchaser’s Accordion Invested Amount), such that after
giving effect to such payment, the aggregate Accordion Invested Amount is equal to
zero, and




(vi) the Seller shall (and shall cause the Servicer to) deliver all documents,
instruments, reports, opinions and agreements as the Administrator and any Purchaser
Agent may reasonably request in connection with making a determination as to whether
or not to grant any request under this clause (b), including, on or prior to the
effectiveness of any increase pursuant to this clause
(b), a confirmation regarding such increase for each Increasing Purchaser
Group, substantially in the form of Exhibit XX hereto (an “Accordion Confirmation”)
and executed by the Seller, the Servicer, the Administrator and the Purchaser Agent
for each such Increasing Purchaser Group, an executed copy of which shall be
circulated to each Purchaser Agent by the Administrator, or


 


2









 





(b) Sub-clause fourth of clause (b) of Section 2.2 of the Agreement is
hereby amended and restated in its entirety as follows:




fourth, if required under Section 1.1( b)(v)(B), 1.3 or
1.4, first, to the reduction of the aggregate Accordion Invested
Amount (ratably according to each Purchaser’s Accordion Invested Amount
until such amount is reduced to zero) and second, to the ratable reduction
of the Aggregate Invested Amount (in each case, after giving effect to the
amounts, if any, distributed pursuant to clause third above),



(c) Exhibit I to the Agreement is hereby amended by inserting, in the appropriate
alphabetical order, the following new definitions:




“Accordion Confirmation” has the meaning set forth in Section 1.1(b)(vi).




“Accordion Group Commitment” means with respect to any Purchaser Group, the aggregate
amount of any increase in such Purchaser Group’s Group Commitment pursuant to Section
1.1(b) consented to by the Purchaser Agent on behalf of the Purchasers in such Purchaser
Group.




“Accordion Purchase Limit” means the aggregate of the amount of any increase to the
Purchase Limit pursuant to Section 1.1(b) consented to by the Increasing Purchaser
Groups; provided, that the Accordion Purchase Limit shall in no event exceed
$250,000,000 without the consent of all Purchaser Agents.




“Accordion Ratable Share” means, for each Purchaser Group (other than those comprised
of Exiting Purchasers), such Purchaser Group’s Accordion Group Commitment divided by the
aggregate Accordion Group Commitments of all Purchaser Groups (other than those comprised of
Exiting Purchasers).



(d) The definition of “Accordion Invested Amount” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as follows:



“Accordion Invested Amount” means, with respect to any Purchaser and its
related Invested Amount, the portion, if any, of such Invested Amount being funded
or maintained by such Purchaser under its Purchaser Group’s Accordion Group
Commitment.


 


3









 





(e) The definition of “Ratable Share” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:




“Ratable Share” means, for each Purchaser Group (other than those comprised of Exiting
Purchasers), such Purchaser Group’s Group Commitments (excluding any Accordion Group
Commitment) divided by the aggregate Group Commitments (excluding any Accordion Group
Commitments) of all Purchaser Groups (other than those comprised of Exiting Purchasers).



(f) Exhibit II to the Agreement is hereby amended and restated in its entirety as
Exhibit II attached hereto.



(g) Exhibit XV to the Agreement is hereby amended and restated in its entirety as
Exhibit XV attached hereto.



(h) The Agreement is hereby amended by inserting a new Exhibit XX as Exhibit
XX attached hereto.



(i) Solely with respect to the Accordion Period in effect during the first calendar quarter of
2009, such Accordion Period shall end no later than March 30, 2009 and, notwithstanding clause
(v) of Section 1.1(b) of the Agreement (after giving effect to the amendment
contemplated above), any reductions required under such clause (v) shall instead occur on
the last day of the first calendar quarter of 2009.



3. Accordion Confirmation. Each of the parties hereto hereby agrees that the
Accordion Confirmation attached as Schedule I hereto shall constitute an Accordion
Confirmation, and satisfy the requirements for an Accordion Confirmation under Section
1.1(b)(X)(vi)(b) of the Agreement (as amended hereby) for the accordion increase scheduled to
be effective January 2, 2009; provided, that, the Administrator or any Purchaser Agent may
require an updated Accordion Confirmation to be executed on or prior to January 2, 2009 to the
extent that there have been any intervening changes to the Purchase Limit, Accordion Group
Commitments or the like.



4. 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; and




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


 


4









 





5. 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.



6. Effectiveness. This Amendment shall become effective on the date hereof (the
“Effective Date” upon satisfaction of each of the following conditions:



(a) receipt by the Administrator of counterparts of this Amendment executed by each of the
parties hereto, in form and substance satisfactory to the Administrator; and



(b) receipt by the Administrator of such other agreements, documents, opinions and instruments
as the Administrator may 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]





 


5









 







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/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AMERISOURCEBERGEN DRUG CORPORATION, as initial
Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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	 	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as
Administrator	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	YC SUSI TRUST, as a Conduit Purchaser
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Bank of America, National Association, as
administrative trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as Purchaser
Agent and Related Committed Purchaser for YC SUSI
Trust	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 




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	 	 	VARIABLE FUNDING CAPITAL COMPANY LLC, as a Conduit
Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	WACHOVIA CAPITAL MARKETS, LLC,

its attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser
Agent and Related Committed Purchaser for Variable
Funding Capital Company LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	LIBERTY STREET FUNDING LLC, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

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

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	MARKET STREET FUNDING LLC, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

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

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	MANHATTAN ASSET FUNDING COMPANY LLC, as a Conduit
Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MAF Receivables, Corp., its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION, as Related
Committed Purchaser for Manhattan Asset Funding
Company LLC	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SMBC SECURITIES, INC., as Purchaser Agent for
Manhattan Asset Funding Company LLC and Sumitomo
Mitsui Banking Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	/s/ 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	VICTORY RECEIVABLES CORPORATION, as a Conduit
Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

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

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

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

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD., as Purchaser Agent for
Working Capital Management Co., LP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	RELATIONSHIP FUNDING COMPANY, LLC, as a Conduit
Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as Purchaser Agent and Related
Committed Purchaser for Relationship Funding Company,
LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andrew D. Jones	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 






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SCHEDULE I




ACCORDION CONFIRMATION




This Schedule I constitutes an Accordion Confirmation pursuant to Section 1.1(b) of
the Receivables Purchase Agreement. This Accordion Confirmation sets forth the Accordion Group
Commitments as consented to by such Purchaser Group’s Purchaser Agent for the Accordion Period
beginning on January 2, 2009 and ending on March 30, 2009, and the resulting changes in the
Purchase Limit and Group Commitments for such period.



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(a) Group Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Non-Accordion	 	 	Accordion	 	 	 	 
	 	 	Group	 	 	Group	 	 	Group	 
	Purchaser Group	 	Commitment	 	 	Commitment	 	 	Commitment	 
	Variable Funding Capital Company LLC
	 	$	143,750,000	 	 	$	36,858,974	 	 	$	180,608,974	 
	YC SUSI Trust
	 	$	175,000,000	 	 	$	44,871,795	 	 	$	219,871,795	 
	Liberty Street Funding Corp.
	 	$	175,000,000	 	 	$	0	 	 	$	175,000,000	 
	Market Street Funding LLC
	 	$	56,250,000	 	 	$	0	 	 	$	56,250,000	 
	Manhattan Asset Funding Company
	 	$	50,000,000	 	 	$	0	 	 	$	50,000,000	 
	Victory Receivables Corporation
	 	$	175,000,000	 	 	$	44,871,795	 	 	$	219,871,795	 
	Working Capital Management Co., LP
	 	$	100,000,000	 	 	$	25,641,026	 	 	$	125,641,026	 
	Relationship Funding Company, LLC
	 	$	100,000,000	 	 	$	0	 	 	$	100,000,000	 






(b) Ratable Share and Accordion Ratable Share of Each Purchaser Group, expressed as a percentage:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accordion Ratable	 
	Purchaser Group	 	Ratable Share	 	 	Share	 
	Variable Funding Capital Company LLC
	 	 	14.74	%	 	 	24.21	%
	YC SUSI Trust
	 	 	17.95	%	 	 	29.47	%
	Liberty Street Funding Corp.
	 	 	17.95	%	 	 	0	%
	Market Street Funding LLC
	 	 	5.77	%	 	 	0	%
	Manhattan Asset Funding Company
	 	 	5.13	%	 	 	0	%
	Victory Receivables Corporation
	 	 	17.95	%	 	 	29.47	%
	Working Capital Management Co., LP
	 	 	10.26	%	 	 	16.84	%
	Relationship Funding Company, LLC
	 	 	10.26	%	 	 	0	%





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(c) Purchase Limit: $1,127,243,590





(i) Non-Accordion Purchase Limit: $975,000,000




(ii) Accordion Purchase Limit: $152,243,590



Seller hereby represents and warrants as of the hereof, and as of the date of this increase,
as follows:



(i) the representations and warranties contained in Section V of the Receivables
Purchase Agreement are correct in all material respects on and as of such dates as though made on
and as of such dates and shall be deemed to have been made on such dates; and



(ii) no event has occurred and is continuing, or would result from the increase proposed
hereby, that constitutes an Amortization Event or an Unmatured Amortization Event.



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EXHIBIT II


FORM OF PURCHASE NOTICE





 






Amerisource Receivables Financial Corporation




PURCHASE NOTICE

dated                     , 20__

for Purchase on                     , 20__




Bank of America, National Association, as Administrator

214 North Tryon Street, 19th Floor

NC1-027-19-01

Charlotte, North Carolina 28255

Attention: ABCP Conduit Group

Telephone: (704) 386-7922

Facsimile: (704) 388-9169




[Address to each Purchaser Agent]




Ladies and Gentlemen:



Reference is made to the Receivables Purchase Agreement dated as of July 10, 2003 (as amended,
supplemented or otherwise modified from time to time, the
“Agreement”) among Amerisource
Receivables Financial Corporation (the “Seller”), AmerisourceBergen Drug Corporation, as initial
Servicer, the various Purchaser Groups from time to time party thereto, and Bank of America,
National Association, as Administrator. Capitalized terms defined in the Agreement are used herein
with the same meanings.



1. 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 Purchase Date (as
hereinafter defined):



(a) all applicable conditions precedent set forth in Article VI of the Agreement have been
satisfied;



(b) each of its representations and warranties contained in Article V of the Agreement will be
true and correct, in all material respects, as if made on and as of the Purchase Date;



(c) no event will have occurred and is continuing, or would result from the requested
Purchase, that constitutes an Amortization Event or Unmatured Amortization Event;



(d) the applicable Facility Termination Date has not occurred; and


 


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(e) after giving effect to the Purchase requested below, (i) no Related Committed Purchaser’s
aggregate Invested Amount shall exceed its Available Commitment, (ii) no Purchaser Group’s Group
Invested Amount shall exceed its Group Commitment, and (iii) the aggregate of the Receivable
Interests shall not exceed 100%.



2. The [Servicer, on behalf of the] Seller hereby requests that the Purchasers make a
Purchase on                     , 20_____ (the “Purchase Date”) as follows:



	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Purchase Price: $                    	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	(X)
	 	Ratable Share1:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Variable Funding Capital Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	YC SUSI Trust’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Liberty Street Funding Corp.’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	Market Street Funding Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	Manhattan Asset Funding Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	Victory Receivables Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	Working Capital Management Co., LP’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(viii)
	 	Relationship Funding Company, LLC’s
Purchaser Group:
	 	$                    





 





	 	 	 
	1	 	For Purchases based on the Ratable Share.




 


II-2









 









	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Y)
	 	Accordion Ratable Share2:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Variable Funding Capital Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	YC SUSI Trust’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Liberty Street Funding Corp.’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	Market Street Funding Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	Manhattan Asset Funding Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	Victory Receivables Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	Working Capital Management Co., LP’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(viii)
	 	Relationship Funding Company, LLC’s
Purchaser Group:
	 	$                    







(c) If the Purchase is funded with a Bank Rate Funding, [Servicer on behalf of the]
Seller requests that the Invested Amount (which will initially accrue Yield at the Alternate
Base Rate) begin to accrued Yield at a LIBO Rate for an Interest Period of
 _____ 
months on
the third Business Day after the Purchase Date).




3. Please disburse the proceeds of the Purchase as follows:




[Apply $
 _____ 
to payment of Aggregate Unpaids due on the Purchase Date]. [Wire
transfer $
 _____ 
to the Facility Account.]


 





	 	 	 
	2	 	For Purchases based on the Accordion Ratable Share.




 


II-3









 









IN WITNESS WHEREOF, the Servicer, on behalf of the Seller has caused this Purchase Request to
be executed and delivered as of this  _____ 
day of  _____,  _____.



	 	 	 	 	 
	 	[AmerisourceBergen Drug Corporation, as Servicer, on behalf of:]
Amerisource Receivables Financial Corporation, as Seller	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


II-4









 







EXHIBIT XV


FORM OF REDUCTION NOTICE




                    , _____




Bank of America, National Association, as Administrator

214 North Tryon Street, 19th Floor

NC1-027-19-01

Charlotte, North Carolina 28255

Attention: ABCP Conduit Group

Telephone: (704) 386-7922

Facsimile: (704) 388-9169




[Address to each Purchaser Agent]





Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of July 10, 2003 (as
amended, supplemented or otherwise modified, the “Receivables Purchase Agreement”), among
Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as
Servicer, the various purchaser groups from time to time party thereto, and Bank of America,
National Association, as Administrator. Capitalized terms used in this Reduction Notice and not
otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.



This letter constitutes a Reduction Notice pursuant to Section 1.3 of the Receivables
Purchase Agreement. The Seller desires to reduce the Aggregate Invested Amount on
 _____, _____3 by the application of cash to pay Aggregate Invested Amount and Yield to accrue
(until such cash can be used to pay commercial paper notes) with respect to such Aggregate Invested
Amount, together with all costs related to such reduction of Aggregate Invested Amount, as follows:



	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Reduction Amount: $_____________	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	(X)
	 	Ratable Share4:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Variable Funding Capital Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	YC SUSI Trust’s
Purchaser Group:
	 	$                    





 





	 	 	 
	3	 	Notice must be given at least one Business Day prior
to the requested reduction date.

	 
	4	 	For reductions based on the Ratable Share.




 


XV-1









 









	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Liberty Street Funding Corp.’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	Market Street Funding Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	Manhattan Asset Funding Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	Victory Receivables Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	Working Capital Management Co., LP’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(viii)
	 	Relationship Funding Company, LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	(X)	 	Accordion Ratable Share5:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Variable Funding Capital Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	YC SUSI Trust’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Liberty Street Funding Corp.’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	Market Street Funding Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	Manhattan Asset Funding Company LLC’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	Victory Receivables Corporation’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	Working Capital Management Co., LP’s
Purchaser Group:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(viii)
	 	Relationship Funding Company, LLC’s
Purchaser Group:
	 	$                    





 





	 	 	 
	5	 	For reductions based on the Accordion Ratable Share.




 


XV-2









 









IN WITNESS WHEREOF, the undersigned has caused this Reduction Notice to be executed by its
duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


XV-3









 







EXHIBIT XX




FORM OF ACCORDION CONFIRMATION

                    , _____




Bank of America, National Association, as Administrator

214 North Tryon Street, 19th Floor

NC1-027-19-01

Charlotte, North Carolina 28255

Attention: ABCP Conduit Group

Telephone: (704) 386-7922

Facsimile: (704) 388-9169




[Address to each Purchaser Agent]





Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of July 10, 2003 (as
heretofore amended or supplemented, the “Receivables Purchase Agreement”), among
Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as
Servicer, the various purchaser groups from time to time party thereto, and Bank of America,
National Association, as Administrator. Capitalized terms used in this Accordion Confirmation and
not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.



This letter constitutes an Accordion Confirmation pursuant to Section 1.1(b) of the
Receivables Purchase Agreement. This Accordion Confirmation sets forth the Accordion Group
Commitments as consented to by such Purchaser Group’s Purchaser Agent for the Accordion Period
beginning on  _____ and ending on  _____, and the resulting changes in the Purchase Limit and Group
Commitments for such period.


 


XX-1









 





(a) Group Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Non-Accordion	 	 	Accordion	 	 	 	 
	 	 	Group	 	 	Group	 	 	Group	 
	Purchaser Group	 	Commitment	 	 	Commitment	 	 	Commitment	 
	Variable Funding Capital Company LLC
	 	$	 	 	 	$	 	 	 	 	 	 
	YC SUSI Trust
	 	$	 	 	 	$	 	 	 	 	 	 
	Liberty Street Funding Corp.
	 	$	 	 	 	$	 	 	 	 	 	 
	Market Street Funding LLC
	 	$	 	 	 	$	 	 	 	 	 	 
	Manhattan Asset Funding Company
	 	$	 	 	 	$	 	 	 	 	 	 
	Victory Receivables Corporation
	 	$	 	 	 	$	 	 	 	 	 	 
	Working Capital Management Co., LP
	 	$	 	 	 	$	 	 	 	 	 	 
	Relationship Funding Company, LLC
	 	$	 	 	 	$	 	 	 	 	 	 






(b) Ratable Share and Accordion Ratable Share of Each Purchaser Group, expressed as a percentage:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accordion Ratable	 
	Purchaser Group	 	Ratable Share	 	 	Share	 
	Variable Funding Capital Company LLC
	 	 	 	 	 	 	 	 
	YC SUSI Trust
	 	 	 	 	 	 	 	 
	Liberty Street Funding Corp.
	 	 	 	 	 	 	 	 
	Market Street Funding LLC
	 	 	 	 	 	 	 	 
	Manhattan Asset Funding Company
	 	 	 	 	 	 	 	 
	Victory Receivables Corporation
	 	 	 	 	 	 	 	 
	Working Capital Management Co., LP
	 	 	 	 	 	 	 	 
	Relationship Funding Company, LLC
	 	 	 	 	 	 	 	 






 


XX-2









 





(c) Purchase Limit: $__________________





(i) Non-Accordion Purchase Limit: $_____ 





(ii) Accordion Purchase Limit: $_____ 




Seller hereby represents and warrants as of the date hereof, and as of the date of this
increase, as follows:



(i) the representations and warranties contained in Section V of the Receivables
Purchase Agreement are correct in all material respects on and as of such dates as though made on
and as of such dates and shall be deemed to have been made on such dates; and



(ii) no event has occurred and is continuing, or would result from the increase proposed
hereby, that constitutes an Amortization Event or an Unmatured Amortization Event.


 


XX-3









 





IN WITNESS WHEREOF, the undersigned has caused this Accordion Confirmation to be executed by
its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as
Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERISOURCEBERGEN DRUG CORPORATION, as initial
Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Eighth Amendment to RPA

(ARFC)



 


IV-1









 





	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as
Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


XX-2









 





	 	 	 	 	 
	 	[PURCHASER AGENT FOR INCREASING PURCHASER GROUP]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


XX-3