Contract
Exhibit 10.2
EXECUTION VERSION
TWELFTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of December 18, 2017 (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. (“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) The Agreement is hereby amended to incorporate the changes shown on the
marked pages of the Agreement attached hereto as Exhibit A.
(b) Each instance of the phrase “New York Branch” in the Agreement is hereby
deleted.
(c) The definition of “Credit Agreement” set forth in Exhibit I to the Agreement is
hereby replaced in its entirety with the following:
“Credit Agreement” shall mean the Credit Agreement, dated as of March 18,
2011, as amended and restated as of November 18, 2016, as amended by Amendment No.
1 thereto dated as of December 18, 2017, among AmerisourceBergen, the borrowing
subsidiaries party thereto, the lenders named therein, JPMorgan Chase Bank, N.A., as
administrative agent, and the other parties thereto (without giving effect to any other
amendment, waiver, termination, supplement or other modification thereof thereafter
unless consented to by the Required Purchaser Agents).
726149251 03128405
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:
(a) 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;
(b) 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
(c) the Facility Termination Date for all Purchaser Groups has not occurred.
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 (i) this
Amendment and (ii) that certain Second Amendment to Amended and Restated Performance
Undertaking, dated as of the date hereof, by and among the Seller, the Performance Guarantor,
the Administrator and each Purchaser Agent (the “Performance Undertaking Amendment”); and
(b) receipt by each Purchaser Agent of 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).
726149251 03128405 2
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, the Performance
Undertaking Amendment and the transactions contemplated hereby and thereby, 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 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]
726149251 03128405 3
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/ X.X. Xxxxx
Name: X.X. Xxxxx
Title: Vice President & Corporate Treasurer
AMERISOURCEBERGEN DRUG
CORPORATION, as initial Servicer
By: /s/ X.X. Xxxxx
Name: X.X. Xxxxx
Title: Vice President & Corporate Treasurer
Acknowledged and Agreed
AMERISOURCEBERGEN
CORPORATION
By: /s/ X.X. Xxxxx
Name: X.X. Xxxxx
Title: Vice President & Corporate
Treasurer
726149251 03128405 S-1 Twelfth Amendment to RPA
(ARFC)
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,
as Administrator
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Director
VICTORY RECEIVABLES CORPORATION,
as an Uncommitted Purchaser
By: /s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,
as Purchaser Agent for
Victory Receivables Corporation
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,
as Related Committed Purchaser
for Victory Receivables Corporation
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Director
726149251 03128405 S-2 Twelfth Amendment to RPA
(ARFC)
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as an Uncommitted Purchaser
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as Purchaser Agent and
Related Committed Purchaser
for Xxxxx Fargo Bank, National Association
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
726149251 03128405 S-3 Twelfth Amendment to RPA
(ARFC)
LIBERTY STREET FUNDING LLC,
as an Uncommitted Purchaser
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Purchaser Agent and
Related Committed Purchaser
for Liberty Street Funding LLC
By: /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: Execution Head & Director
726149251 03128405 S-4 Twelfth Amendment to RPA
(ARFC)
PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser Agent,
Uncommitted Purchaser and
Related Committed Purchaser
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Senior Vice President
726149251 03128405 S-5 Twelfth Amendment to RPA
(ARFC)
MIZUHO BANK, LTD.,
as a Purchaser Agent,
Uncommitted Purchaser and
Related Committed Purchaser
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
726149251 03128405 S-6 Twelfth Amendment to RPA
(ARFC)
EXHIBIT A
(ATTACHED)
726149251 03128405 Exhibit A-1 Twelfth Amendment to RPA
(ARFC)
CONFORMED COPY includes
First Amendment dated 4/28/11
Second Amendment dated 10/28/11
Third Amendment dated 11/16/12
Fourth Amendment dated 1/16/13
Fifth Amendment dated 6/28/13
Sixth Amendment dated 10/7/13
Seventh Amendment dated 7/17/14
Eighth Amendment dated 12/5/14
Omnibus Amendment dated 11/4/15
Tenth Amendment dated 6/21/16
Eleventh Amendment 11/18/16
Twelfth Amendment 12/18/17
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
DATED AS OF APRIL 29, 2010
AMONG
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS SELLER,
AMERISOURCEBERGEN DRUG CORPORATION, AS INITIAL SERVICER,
THE VARIOUS PURCHASERS GROUPS FROM TIME TO TIME PARTY HERETO
AND
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS
ADMINISTRATOR
726249534 03128405
WORKING CAPITAL MANAGEMENT CO., LP,
as an Uncommitted Purchaser
By:______________________________________
Name:
Title:
Address for notice:
Working Capital Management Co., LP
c/o Mizuho Bank, Ltd.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Conduit Management Group
ADVANTAGE ASSET SECURITIZATION
CORP., as an Uncommitted Purchaser
By:______________________________________
Name:
Title:
Address for notice:
Advantage Asset Securitization Corp.
c/o Mizuho Bank
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Conduit Management GroupMIZUHO
BANK, LTD., as Purchaser Agent, Uncommitted
Purchaser and Related Committed Purchaser for
Working Capital Management Co., LP and
Advantage Asset Securitization Corp.
By:______________________________________
Name:
Title:
Address for notice:
Mizuho Bank, Ltd.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Finance Division
Commitment: $345,000,000
726249534 03128405 S- 9 Amended and Restated
Receivables Purchase Agreement
(ARFC)
EXHIBIT I
DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms
defined):
“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 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.
“Accordion Period” has the meaning set forth in Section 1.1(b).
“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 (and
as such amount may be decreased in connection with any Exiting Purchaser); 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).
“Account Disclosure Letter” means that certain letter from the Seller and the Servicer to
the Administrator and each Purchaser Agent, setting forth each Lock-Box and Collection
Account to which Collections are remitted.
“Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio
for the 12 Calculation Periods then most recently ended.
“Administrator” has the meaning set forth in the preamble to this Agreement.
“Advantage Asset” means Advantage Asset Securitization Corp., and its successors.
“Affiliate” shall mean, with respect to a Person, any other Person, which directly or
indirectly controls, is controlled by or is under common control with, such Person. The term
“control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
726249534 03128405 I- 1
“Independent Director” shall mean a member of the Board of Directors of Seller who is
not at such time, and has not been at any time during the preceding five (5) years: (A) a director,
officer, employee or affiliate of Performance Guarantor, any Originator or any of their respective
Subsidiaries or Affiliates (other than Seller), or (B) the beneficial owner (at the time of such
individual’s appointment as an Independent Director or at any time thereafter while serving as an
Independent Director) of any of the outstanding common shares of Seller, any Originator, or any
of their respective Subsidiaries or Affiliates, having general voting rights.
“Interest Period” means with respect to any Receivable Interest funded through a Bank
Rate Funding:
(a) the period commencing on the date of the initial funding of such
Receivable Interest through a Bank Rate Funding and including on, but excluding, the
Business Day immediately preceding the next following Settlement Date; and
(b) thereafter, each period commencing on, and including, the Business Day
immediately preceding a Settlement Date and ending on, but excluding, the Business Day
immediately preceding the next following Settlement Date.
“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time and any successor thereto, and the regulations promulgated and rulings issued
thereunder.
“Invested Amount” of any Receivable Interest means, at any time, (A) the Purchase Price
of such Receivable Interest paid by the Purchasers, minus (B) the sum of the aggregate amount of
Collections and other payments received by the applicable Purchaser Agent which in each case
are applied to reduce such Invested Amount in accordance with the terms and conditions of this
Agreement; provided that such Invested Amount shall be restored (in accordance with Section
2.5) in the amount of any Collections or other payments so received and applied if at any time the
distribution of such Collections or payments are rescinded, returned or refunded for any reason.
“Invoice Payment Terms” means, with respect to any Receivable, the number of days
following the date of the related original invoice by which such Receivable is required to be paid
in full, as set forth in such original invoice.
“Law” shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.
“LIBO Rate” means, on any date of determination:
(a) in the case of Xxxxx Fargo, Advantage AssetMizuho and PNC, the LIBOR
Market Index Rate;
(b) in the case of any Purchaser other than Xxxxx Fargo, Advantage AssetMizuho
and PNC, a rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
determined by dividing (x) the Daily Eurodollar Rate for such date of determination, by
(y) 1 minus the Reserve Percentage for such date of determination; and
726249534 03128405 I- 15
bridge loan agreement or other voluntary advance facility) of all or any portion of, or any
undivided interest in, a Receivable Interest.
“Liquidity Provider” means each bank or other financial institution that provides
liquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.
“Location” shall mean, with respect to the Seller, any Originator or the Servicer, the
place where the Seller, such Originator or the Servicer, as the case may be, is “located” (within
the meaning of Section 9-307, or any analogous provision, of the UCC, in effect in the
jurisdiction whose Law governs the perfection of the Administrator’s (for the benefit of the
Secured Parties) interests in any Purchased Assets).
“Lock-Box” means each locked postal box with respect to which a bank who has
executed a Collection Account Agreement has been granted exclusive access for the purpose of
retrieving and processing payments made on the Receivables and which is listed on Exhibit I to
the Account Disclosure Letter.
“Loss Reserve” means, for any Calculation Period, the product (expressed as a
percentage) of (a) 2.25, times (b) the highest three-month rolling average Default Ratio during
the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the
Default Horizon Ratio as of the immediately preceding Cut-Off Date.
“Mizuho” means Mizuho Bank, Ltd., and its successors.
“Moody’s” means Xxxxx’x Investors Service, Inc.
“Multiemployer Plan” means a “multiemployer plan”, within the meaning of Section
4001 (a) (3) of ERISA, to which Performance Guarantor or any ERISA Affiliate makes, is
making, or is obligated to make contributions or, during the preceding three calendar years, has
made, or been obligated to make, contributions.
“Net Pool Balance” means, at any time, the aggregate Outstanding Balance of all
Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding
Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor
Concentration Limit for such Obligor, (ii) the Rebate Reserve, (iii) the Government Receivable
Excess and (iv) sales tax, excise tax or other similar tax or charge, arising with respect to such
Eligible Receivables in connection with their creation and satisfaction.
“Non-Accordion Purchase Limit” means the Purchase Limit without giving effect to any
increases or decreases pursuant to Section 1.1(b) of the Agreement.
“Obligor” shall mean, for any Receivable, each and every Person who purchased goods
or services on credit under a Contract and who is obligated to make payments to an Originator or
the Seller as assignee thereof pursuant to such Contract.
“Obligor Concentration Limit” means, at any time, in relation to the aggregate
Outstanding Balance of Eligible Receivables owed by any single Obligor and its Affiliates (if
any), the applicable concentration limit determined as follows for Obligors who have short term
726249534 03128405 I- 17
outstanding amount of Aggregate Invested Amount determined as of the date of the most recent
Settlement Report, without taking into account such proposed Incremental Purchase.
“Purchased Assets” means all of Seller’s right, title and interest, whether now owned and
existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections
and all proceeds of the foregoing.
“Purchaser” means each Uncommitted Purchaser and/or each Related Committed
Purchaser, as applicable.
“Purchaser Agent” means each Person acting as agent on behalf of a Purchaser Group
and designated as a Purchaser Agent for such Purchaser Group on the signature pages to the
Agreement or any other Person who becomes a party to this Agreement as a Purchaser Agent
pursuant to an Assumption Agreement or a Transfer Supplement.
“Purchaser Group” means, for each Uncommitted Purchaser (or Purchaser Agent), such
Uncommitted Purchaser, its Related Committed Purchasers (if any) and its related Purchaser
Agent (and, to the extent applicable, its related Funding Sources and Indemnified Parties);
provided, however, that the Purchaser Group that includes Working Capital Management Co., LP
shall additionally include Advantage Asset and Advantage Asset shall not constitute a Purchaser
Group separate from the Working Capital Management Co., LP Purchaser Group.
“Purchasers’ Portion” means, on any date of determination, the sum of the percentages
represented by the Receivable Interests of the Purchasers (other than any Exiting Purchasers).
“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).
“Rating Agency Condition” means that each Conduit Purchaser has received written
notice from the rating agencies then rating its Commercial Paper that an amendment, a change or
a waiver will not result in a withdrawal or downgrade of the then current ratings of such
Commercial Paper; provided that, if the applicable Purchaser Agent notifies the Seller, the
Servicer and the Administrator that such Conduit Purchaser is not required to obtain such notice
prior to the effectiveness of such amendment, change or waiver, the “Rating Agency Condition”
with respect to such Conduit Purchaser shall mean the consent of such Purchaser Agent (which
consent shall only be withheld if such Purchaser Agent reasonably believes that such amendment,
change or waiver would result in a withdrawal or downgrade of the then current ratings of such
Commercial Paper).
“Rebate Reserve” means an amount equal to the accounting reserve for rebates on the
Receivables determined in the ordinary course of business in accordance with GAAP according
to policies consistently applied (and consistent with the Originators’ practices in effect on the
date hereof) and reported on the Settlement Report related to, or in anticipation of, rebates
affecting the Receivables.
726249534 03128405 I- 20
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) Liberty Street Funding LLC’s
Purchaser Group: $_____________
(ii) PNC Bank, National Association’s
Purchaser Group: $_____________
(iii) Victory Receivables Corporation’s
Purchaser Group: $_____________
(iv) Xxxxx Fargo Bank, National Association’s
Purchaser Group: $_____________
(v) Working Capital Management Co., LPMizuho Bank, Ltd.’s
Purchaser Group: $_____________
1 For Purchases based on the Ratable Share.
726249534 03128405 II- 2
(Y) Accordion Ratable Share2:
(i) Liberty Street Funding LLC’s Purchaser Group: $_____________
(ii) PNC Bank, National Association’s
Purchaser Group: $_____________
(iii) Victory Receivables Corporation’s
Purchaser Group: $_____________
(iv) Xxxxx Fargo Bank, National Association’s
Purchaser Group: $_____________
(v) Working Capital Management Co., LPMizuho Bank, Ltd.’s
Purchaser Group: $_____________
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.
726249534 03128405 II- 3
(iv) Xxxxx Fargo Bank, National Association’s
Purchaser Group: $_____________
(v) Working Capital Management Co., LPMizuho Bank, Ltd.’s
Purchaser Group: $_____________
(X) Accordion Ratable Share5:
(i) Liberty Street Funding LLC’s
Purchaser Group: $_____________
(ii) PNC Bank, National Association’s
Purchaser Group: $_____________
(iii) Victory Receivables Corporation’s
Purchaser Group: $_____________
(iv) Xxxxx Fargo Bank, National Association’s
Purchaser Group: $_____________
(v) Working Capital Management Co., LPMizuho Bank, Ltd.’s
Purchaser Group: $_____________
5 For reductions based on the Accordion Ratable Share.
726249534 03128405 XI- 2
EXHIBIT XIV
FORM OF PURCHASE LIMIT INCREASE REQUEST
___________ , _____
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Receivables Purchase
Agreement, dated as of April 29, 2010 (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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as
Administrator. Capitalized terms used in this Purchase Limit Increase Request and not otherwise
defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.
This letter constitutes a Purchase Limit Increase Request pursuant to Section 1.1(b) of the
Receivables Purchase Agreement. The Seller desires to increase the Purchase Limit and
respective Commitments of each Purchaser Group on _____, ____6 to the following amounts:
(a) Purchase Limit: $__________________
(b) Ratable Share of Each Purchaser Group:
(i) Liberty Street Funding LLC: $___________________
(ii) PNC Bank, National Association: $__________________
(iii) Victory Receivables Corporation: $_________________
(iv) Xxxxx Fargo Bank, National Association: $___________________
(v) Working Capital Management Co., LP: $__________________Mizuho
Bank, Ltd.: $__________________
6 Notice must be given at least 15 Business Days prior to the requested increase, and must be in a minimum
amount of $50,000,000.
726249534 03128405 Exhibit XIV- 1
EXHIBIT XV
FORM OF PURCHASE LIMIT DECREASE NOTICE
___________ , _____
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[Address to each Purchaser Agent] – [PURCHASER AGENTS TO PROVIDE]
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Receivables Purchase
Agreement, dated as of April 29, 2010 (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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as
Administrator. Capitalized terms used in this Purchase Limit Decrease Notice and not otherwise
defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.
This letter constitutes a Purchase Limit Decrease Notice pursuant to Section 1.1(b) of the
Receivables Purchase Agreement. The Seller desires to decrease the Purchase Limit and
respective Commitments of each Purchaser Group on _____, ____7 to the following amounts:
(a) Purchase Limit: $__________________
(b) Ratable Share of Each Purchaser Group:
(i) Liberty Street Funding LLC: $___________________
(ii) PNC Bank, National Association: $__________________
(iii) Victory Receivables Corporation: $_________________
(iv) Xxxxx Fargo Bank, National Association: $___________________
(v) Working Capital Management Co., LP: $__________________Mizuho
Bank, Ltd.: $__________________
7 Notice must be given at least ten Business Days prior to the requested decrease, and must be in a minimum
amount of $50,000,000.
726249534 03128405 Exhibit XV- 1
(a) Group Commitments
Purchaser Group Non-Accordion
Group
Commitment
Accordion
Group
Commitment
Group
Commitment
Liberty Street Funding LLC $ $
PNC Bank, National Association $ $
Victory Receivables Corporation $ $
Xxxxx Fargo Bank, National Association $ $
Working Capital Management
Co.Mizuho Bank, LPLtd.
$ $
(b) Ratable Share and Accordion Ratable Share of Each Purchaser Group, expressed as a
percentage:
Purchaser Group Ratable Share Accordion Ratable
Share
Liberty Street Funding LLC
PNC Bank, National Association
Victory Receivables Corporation
Xxxxx Fargo Bank, National Association
Working Capital Management Co.Mizuho Bank,
LPLtd.
726249534 00000000 XVI- 2
