EXHIBIT 10.4
EXECUTION VERSION
ELEVENTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of November 18, 2016 (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.
Amendments to the Agreement. As of the Effective Date (as defined below),
the Agreement is hereby amended as follows:
(a)
Section 9.1(d) of the Agreement is hereby amended by replacing the phrase
"Change in Control" where it appears therein with the phrase "Change of
Control".
(b)
Section 9.1(g) of the Agreement is hereby amended by replacing the phrase
"30 days" where it appears therein with the phrase "40 days".
(c)
Section 9.1(s) of the Agreement is hereby amended by (i) replacing the
phrase "(clause (i) of the first proviso thereto)" where it appears therein with
the phrase "(clause (a) of the first proviso thereto)" and (ii) replacing the
reference to "6.07(c)" where it appears therein with a reference to "6.07(e)";
(d)
The definition of "Change of Control" set forth in Exhibit I to the
Agreement is hereby replaced in its entirety with the following:
"Change of Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange
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Commission thereunder), of Equity Interests (as defined in the Receivables Sale
Agreement) representing more than 35% of either the aggregate ordinary voting
power or the aggregate equity value represented by the issued and outstanding
Equity Interests of the Performance Guarantor, (b)
the occupation of a majority
of the seats (other than vacant seats) on the board of directors of the
Performance Guarantor by Persons who were not (i) directors of the Performance
Guarantor on November 18, 2016, (ii) nominated by the board of directors of the
Performance Guarantor, (iii) appointed by directors referred to in the preceding
clauses (i) and (ii), or (iv) approved by the board of directors of the
Performance Guarantor as director candidates prior to