Amendment and Waiver, dated November 25, 2002



 EXHIBIT 4.20 
  
 EXECUTION VERSION 
  
 AMENDMENT AND WAIVER dated as of November 25, 2002 (this “Amendment and Waiver”), to the CREDIT AGREEMENT dated as of
August 29, 2001 (the “Credit Agreement”), among AMERISOURCEBERGEN CORPORATION (the “Borrower”); the LENDERS from time to time party thereto; JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative
Agent (in such capacity, the “Administrative Agent”), as an Issuing Bank and as Swingline Lender and to the SECURITY AGREEMENT referred to therein. 
  
 In connection with the merger effective as of October 1, 2002 of the Borrower’s subsidiaries AmeriSource Health
Corporation and Bergen Brunswig Corporation (collectively, the “Operating Subsidiaries”), certain of the distribution centers of the Operating Subsidiaries will be consolidated and in connection therewith, the Operating Subsidiaries will
enter into amendments to certain receivables securitization facilities (the “Securitization Amendments”). The Borrower has requested that the Lenders amend the definition of “Collateral” contained in the Security Agreement
(as defined in the Credit Agreement) and waive Section 6.11 of the Credit Agreement in order to permit the Securitization Amendments substantially in the form attached as Exhibits A and B hereto, and the undersigned Lenders, representing the
Required Lenders, are willing so to amend such definition and waive Section 6.11 of the Credit Agreement on the terms and subject to the conditions set forth herein. Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Credit Agreement. 
  
 Accordingly, in consideration of
the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 
  
 SECTION 1. Amendment. The definition of the term “Collateral” contained in the Security
Agreement is amended by deleting from clauses (vi) and (vii) thereof the words “on the date hereof” and replacing them with the words “as of December 2, 2002”. 
  
 SECTION 2. Amendment and Waiver. The Lenders hereby waive compliance with Section 6.11 of the Credit Agreement to the
extent, and only to the extent, necessary to permit amendments substantially in the forms attached as Exhibit A and Exhibit B to the agreements governing the Securitizations referred to in Exhibit A and Exhibit B. 
  
 SECTION 3. Representations and Warranties. The Borrower represents and
warrants to the Lenders as of the date hereof that: 
  
 (a) Before and after giving effect to this Amendment and Waiver, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects with the same effect as if made on the Effective Date (as
defined in Section 4), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. 








 (b) At the time of and after giving effect this Amendment and Waiver, no Default has
occurred and is continuing. 
  
 SECTION 4. Conditions to
Effectiveness. This Amendment and Waiver shall become effective as of the date first written above (the “Effective Date”) at such time as each of the following conditions is satisfied (or waived in accordance with Section 9.02
of the Credit Agreement): 
  
 (a) The
Administrative Agent (or its counsel) shall have received from the Borrower, the Required Lenders and the Administrative Agent either (i) counterparts of this Amendment and Waiver signed on behalf of such parties or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pages of this Amendment and Waiver) that such parties have signed counterparts of this Amendment and Waiver. 
  
 (b) The Administrative Agent (or its counsel) shall have
received such copies of each Securitization Amendment, certified by the President, a Vice President or a Financial Officer of the Borrower. 
  
 The Administrative Agent shall notify the Borrower and the Lenders in writing of the Effective Date, and such notice shall be conclusive and binding.

  
 SECTION 5. Effect of Amendment and Waiver. Except as
expressly set forth herein, this Amendment and Waiver shall not by implication or otherwise limit, impair, constitute a Amendment and Waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Borrower
under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or an Amendment and Waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment and Waiver shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. This Amendment and Waiver shall constitute a “Loan Document” under the Credit Agreement. 
  
 SECTION 6. Expenses. The Borrower hereby agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this
Amendment and Waiver, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. 
  
 SECTION 7. Counterparts. This Amendment and Waiver may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all of which when taken together shall constitute a single instrument. Delivery of an 

  

 2 








 
executed counterpart of a signature page of this Amendment and Waiver by facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof. 
  
 SECTION 8. Applicable Law. THIS
AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 SECTION 9. Headings. The headings of this Amendment and Waiver are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof. 
  
 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment and Waiver to be duly executed by their duly authorized officers, all as of the date and year first above written. 
  

 3 









	 AMERISOURCEBERGEN CORPORATION,

			
	     by
	 	 	 	 
		
	 	 	 /s/    J. F. Quinn


	 	 	 Name:
	 	 J. F. Quinn

	 	 	 Title:
	 	 Vice President and Corporate Treasurer

	
	 ASD SPECIALTY HEALTHCARE, INC.,

	 AMERISOURCEBERGEN SERVICES CORPORATION,

	 AMERISOURCEBERGEN DRUG CORPORATION,

	 AMERISOURCE HEALTH SERVICES CORPORATION,

	 AUTOMED TECHNOLOGIES, INC.,

	 HEALTH SERVICES CAPITAL CORPORATION,

	 JAMES BRUDNICK COMPANY, INC.,

			
	     by
	 	 	 	 
		
	 	 	 /s/    J. F. Quinn


	 	 	 Name:
	 	 J. F. Quinn

	 	 	 Title:
	 	 Vice President and Corporate Treasurer

	
	 AMERISOURCE HERITAGE CORPORATION,

			
	     by
	 	 	 	 
		
	 	 	 /s/    Daniel T. Hirst


	 	 	 Name:
	 	 Daniel T. Hirst

	 	 	 Title:
	 	 Vice President

	
	 PHARMACY HEALTHCARE SOLUTIONS, LTD.,

	 By VALUE APOTHECARIES, INC., its

 General Partner,

			
	     by
	 	 	 	 
		
	 	 	 /s/    William D. Sprague


	 	 	 Name:
	 	 William D. Sprague

	 	 	 Title:
	 	 Vice President



  

 4 









	 ALLIANCE HEALTH SERVICES, INC.,

	 BBC PACKING CORPORATION,

	 BROWNSTONE PHARMACY, INC.,

	 DUNNINGTON DRUG, INC.,

	 DUNNINGTON RX SERVICES OF RHODE ISLAND, INC.,

	 ION, LLC,

	 PHARMACY CORPORATION OF AMERICA-MASSACHUSETTS, INC.,

	 PHARMACY CORPORATION OF AMERICA,

	 PHARMERICA DRUG SYSTEMS, INC.,

	 PHARMERICA, INC.,

	 RIGHTPAK, INC.,

	 TMESYS, INC.,

			
	     by
	 	 	 	 
		
	 	 	 /s/    William D. Sprague


	 	 	 Name:
	 	 William D. Sprague

	 	 	 Title:
	 	 Vice President

	
	JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), individually, and as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender,
			
	     by
	 	 	 	 
		
	 	 	 /s/    Dawn Lee Lum


	 	 	 Name:
	 	 Dawn Lee Lum

	 	 	 Title:
	 	 Vice President

	
	WACHOVIA BANK, NATIONAL ASSOCIATION (as successor by merger to First Union National Bank)
			
	     by
	 	 	 	 
	 	 	 /s/    Jeanette A. Griffin


	 	 	 Name:
	 	 Jeanette A. Griffin

	 	 	 Title:
	 	 Vice President

	
	 THE BANK OF NOVA SCOTIA

			
	     by
	 	 	 	 
	 	 	 /s/    Carolyn A. Calloway


	 	 	 Name:
	 	 Carolyn A. Calloway

	 	 	 Title:
	 	 Managing Director



  

 5 









	 SCOTIABANC, INC.

			
	     by
	 	 	 	 
		
	 	 	 /s/    Dana Maloney


	 	 	 Name:
	 	 Dana Maloney

	 	 	 Title:
	 	 Relationship Manager

	
	 CREDIT SUISSE FIRST BOSTON

			
	     by
	 	 	 	 
		
	 	 	 /s/    Christopher Lally


	 	 	 Name:
	 	 Christopher Lally

	 	 	 Title:
	 	 Vice President

	
	 FLEET NATIONAL BANK

			
	     by
	 	 	 	 
		
	 	 	 /s/    Roger C. Boucher


	 	 	 Name:
	 	 Roger C. Boucher

	 	 	 Title:
	 	 Director

	
	 MIZUHO CORPORATE BANK

			
	     by
	 	 	 	 
		
	 	 	 /s/    Kentaro Akashi


	 	 	 Name:
	 	 Kentaro Akashi

	 	 	 Title:
	 	 Deputy General Manager

	
	 BANK OF AMERICA, N.A.

			
	     by
	 	 	 	 
		
	 	 	 /s/    Phillip S. Durand


	 	 	 Name:
	 	 Phillip S. Durand

	 	 	 Title:
	 	 Managing Director

	
	 GENERAL ELECTRIC CAPITAL CORPORATION

			
	     by
	 	 	 	 
		
	 	 	 /s/    Brian B. Schwinn


	 	 	 Name:
	 	 Brian B. Schwinn

	 	 	 Title:
	 	 Duly Authorized Signatory



  

 6 









	 CREDIT LYONNAIS NEW YORK BRANCH

			
	     by
	 	 	 	 
		
	 	 	 /s/    Charles Heidsieck


	 	 	 Name:
	 	 Charles Heidsieck

	 	 	 Title:
	 	 Senior Vice President

	
	 WELLS FARGO BANK, N.A.

			
	     by
	 	 	 	 
		
	 	 	 /s/    Peitty Chou


	 	 	 Name:
	 	 Peitty Chou

	 	 	 Title:
	 	 Vice President

	
	 ALLFIRST BANK

			
	     by
	 	 	 	 
		
	 	 	 /s/    Theodore K. Oswald


	 	 	 Name:
	 	 Theodore K. Oswald

	 	 	 Title:
	 	 Vice President

	
	 RZB FINANCE, L.L.C.

			
	     by
	 	 	 	 
		
	 	 	 /s/    John A. Valiska


	 	 	 Name:
	 	 John A. Valiska

	 	 	 Title:
	 	 Group Vice President

			
	     by
	 	 	 	 
		
	 	 	 /s/    Frank J. Yautz


	 	 	 Name:
	 	 Frank J. Yautz

	 	 	 Title:
	 	 First Vice President

	
	 NATIONAL BANK OF KUWAIT, S.A.K.,
 GRAND CAYMAN BRANCH

			
	     by
	 	 	 	 
		
	 	 	 /s/    Muhannad Kamal


	 	 	 Name:
	 	 Muhannad Kamal

	 	 	 Title:
	 	 General Manager

			
	     by
	 	 	 	 
		
	 	 	 /s/    Robert McNeill


	 	 	 Name:
	 	 Robert McNeill

	 	 	 Title:
	 	 Executive Manager



  

 7 









	UNITED WORLD CHINESE COMMERCIAL BANK
			
	     by
	 	 	 	 
		
	 	 	 /s/    Robert Wang


	 	 	 Name:
	 	 Robert Wang

	 	 	 Title:
	 	 VP and General Manager

	
	BANK OF COMMUNICATIONS, NEW YORK BRANCH
			
	     by
	 	 	 	 
		
	 	 	 /s/    Decai Li


	 	 	 Name:
	 	 Decai Li

	 	 	 Title:
	 	 General Manager

	
	 WINGED FOOT FUNDING TRUST

			
	     by
	 	 	 	 
		
	 	 	 /s/    Ann E. Morris


	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:
	 	 Authorized Agent

	
	 JUPITER LOAN FUNDING LLC

			
	     by
	 	 	 	 
		
	 	 	 /s/    Ann E. Morris


	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:
	 	 Authorized Agent

	
	 KZH CNC LLC

			
	     by
	 	 	 	 
		
	 	 	 /s/    Rowena Smith


	 	 	 Name:
	 	 Rowena Smith

	 	 	 Title:
	 	 Authorized Agent



  

 8 









	 BANK OF IRELAND

			
	     by
	 	 	 	 
		
	 	 	 /s/    Tom Hayes


	 	 	 Name:
	 	 Tom Hayes

	 	 	 Title:
	 	 Director

			
	     by
	 	 	 	 
		
	 	 	 /s/    Gareth Magee


	 	 	 Name:
	 	 Gareth Magee

	 	 	 Title:
	 	 Asst. Manager

	
	 IKB CAPITAL CORPORATION

			
	     by
	 	 	 	 
		
	 	 	 /s/    David Snyder


	 	 	 Name:
	 	 David Snyder

	 	 	 Title:
	 	 President

	
	 SENIOR DEBT PORTFOLIO

		
	     by
	 	 Boston Management and Research

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 EATON VANCE SENIOR INCOME TRUST

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 EATON VANCE SENIOR LOAN FUND

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President



  

 9 









	 OXFORD STRATEGIC INCOME FUND

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 EATON VANCE CDO III, LTD.

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 EATON VANCE CDO IV, LTD.

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 CONSTANTINUS EATON VANCE CDO V, LTD.

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President



  

 10 









	 GRAYSON & CO.

		
	     by
	 	 Boston Management and Research

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	 BIG SKY LOAN FUNDI, LTD.

		
	     by
	 	 Eaton Vance Management

	 	 	 as Investment Advisor

			
	     by
	 	 	 	 
		
	 	 	 /s/    Payson F. Swaffield


	 	 	 Name:
	 	 Payson F. Swaffield

	 	 	 Title:
	 	 Vice President

	
	TRANSAMERICA BUSINESS CAPITAL CORPORATION
			
	     by
	 	 	 	 
		
	 	 	 /s/    Stephen Goetschius


	 	 	 Name:
	 	 Stephen Goetschius

	 	 	 Title:
	 	 Senior Vice President

	
	 THE BANK OF NEW YORK

			
	     by
	 	 	 	 
		
	 	 	 /s/    Michael Flannery


	 	 	 Name:
	 	 Michael Flannery

	 	 	 Title:
	 	 Managing Director



  

 11 








 EXHIBIT A 
  
 [ATTACH AMENDMENT TO PLAN] 







 EXHIBIT B 
  
 [ATTACH AMENDMENT TO PLAN]