Exhibit 10.1

 

EXECUTION VERSION

 

SEVENTH AMENDMENT TO AMENDED AND RESTATED
 RECEIVABLES PURCHASE AGREEMENT

 

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 17, 2014 (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 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), 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”).

 

The parties hereto desire to amend the Agreement as hereinafter set forth.

 

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.                                      Amendment to the Agreement.  As of the Effective Date (as defined below), the Agreement is hereby amended by replacing the percentage “4.25%” where it appears in Section 9.1(g) of the Agreement with the percentage “5.75%”.

 

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 since July 9, 2013.

 











 

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 the Agreement and each of the other Transaction Documents to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to the 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 expressly set forth herein.

 

5.                                      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 and each Purchaser Agent of counterparts of this Amendment; and

 

(b)                                 such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent.

 

6.                                      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.

 

7.                                      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).

 

8.                                      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.

 

9.                                      Transaction Document.  This Amendment shall constitute a Transaction Document under the Agreement.

 

10.                               Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

 

11.                               Ratification.                            After giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Undertaking shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance

 

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Undertaking and acknowledges that the Performance Undertaking has continued and shall continue in full force and effect in accordance with its terms.

 

[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
    	
 
    	
 
    


 

	
 
    	
 
    	
Seventh Amendment to RPA
    (ARFC)
    


 

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THE   BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
    
	
 
    	
as   Administrator
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Pohl
    
	
 
    	
Name:
    	
Christopher   Pohl
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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/   Christopher Pohl
    
	
 
    	
Name:
    	
Christopher   Pohl
    
	
 
    	
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
    


 

	
 
    	
 
    	
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WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   an Uncommitted Purchaser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ryan C. Tozier
    
	
 
    	
Name:
    	
Ryan   C. Tozier
    
	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   Purchaser Agent and
    
	
 
    	
Related   Committed Purchaser
    
	
 
    	
for   Wells Fargo Bank, National Association
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ryan C. Tozier
    
	
 
    	
Name:
    	
Ryan   C. Tozier
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

	
 
    	
 
    	
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LIBERTY   STREET FUNDING LLC,
    
	
 
    	
as   an Uncommitted Purchaser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jill 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/   Mark Sparrow
    
	
 
    	
Name:
    	
Mark   Sparrow
    
	
 
    	
Title:
    	
Director
    


 

	
 
    	
 
    	
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PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Purchaser Agent,
    
	
 
    	
Uncommitted   Purchaser and
    
	
 
    	
Related   Committed Purchaser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark Falcione
    
	
 
    	
Name:
    	
Mark   Falcione
    
	
 
    	
Title:
    	
Executive   Vice President
    


 

	
 
    	
 
    	
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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/   T. Watanabe
    
	
 
    	
Name:
    	
Takashi   Watanabe
    
	
 
    	
Title:
    	
Attorney-in-Fact
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MIZUHO   BANK, LTD.,
    
	
 
    	
as   Purchaser Agent for
    
	
 
    	
Working   Capital Management Co., LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bertram H. Tang
    
	
 
    	
Name:
    	
Bertram   H. Tang
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

	
 
    	
 
    	
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