EXHIBIT 4.27
EIGHTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS EIGHTH AMENDMENT, dated as of August 8, 2002 (this
"Amendment"), to the Receivables Purchase Agreement dated as of May 14, 1999 (as
in effect on the date hereof, the "Receivables Purchase Agreement"), among
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (the
"Seller"), AMERISOURCE CORPORATION, a Delaware corporation (the "Servicer" or
"AmeriSource"), AMERISOURCE HEALTH CORPORATION, a Delaware corporation (the
"Guarantor"), DELAWARE FUNDING CORPORATION, a Delaware corporation (with its
successors and assigns, the "Buyer"), and JPMORGAN CHASE BANK, a banking
corporation organized under the laws of the State of New York, as administrative
agent (with its successors and assigns, the "Administrative Agent") for the
Owners (as defined in the Receivables Purchase Agreement), is by and among the
parties listed above. Unless otherwise defined in this Amendment, capitalized
terms shall have the meanings assigned to such terms in the Receivables Purchase
Agreement.
R E C I T A L S
WHEREAS, the parties to the Receivables Purchase Agreement wish
to make certain amendments to the Receivables Purchase Agreement as set forth
herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for good and sufficient consideration, the
parties hereto, intending to be legally bound, do hereby agree as follows:
SECTION 1. Amendments to Section 1.01 of the Receivables Purchase
Agreement.
(i) The defined term "Dilution Reserve Percentage" appearing in
Section 1.01 of the Receivables Purchase Agreement is hereby deleted
and replaced with the following:
"Dilution Reserve Percentage" shall mean, for any Monthly Period (as
calculated in the Monthly Report required to be delivered in the month
following such Monthly Period), a percentage calculated as of the last
day of such Monthly Period, equal to the greater of (i) 7% and (ii) the
product of:
((2.0 * ED) + ((DS - ED) * DS / ED)) * DP
Where:
ED = the average of the Dilution Ratios during the preceding twelve
Monthly Periods ending on the last day of the Monthly Period for which
such Dilution Percentage is established;
DS = the highest Dilution Ratio for any Monthly Period during the
preceding twelve consecutive Monthly Periods ending on the last day of
the Monthly Period for which such Dilution Reserve Percentage is
established;
DP = a fraction the numerator of which is the product of (i) the
aggregate amount of all Receivables which arose during such Monthly
Period and (ii) DSO divided by 30, and the denominator of which is the
Net Receivables Balance as of the last day of such Monthly Period; and
DSO = the number of calendar days equal to the product of (i) 91 and
(ii) a fraction the numerator of which is the Net Receivables Balance
as of the last day of such Monthly Period, and the denominator of which
is the aggregate amount of all Receivables which arose during the
preceding three consecutive Monthly Periods ending on the last day of
the Monthly Period for which such Dilution Reserve Percentage is
established.
(ii) The defined terms "Dilution Spike" and "Expected Dilution" are
hereby deleted from Section 1.01 of the Receivables Purchase Agreement.
SECTION 2. Addition of New Section 2.06A to the Receivables Purchase
Agreement. The Receivables Purchase Agreement is hereby amended by inserting the
following new Section 2.06A immediately after Section 2.06 therein:
Section 2.06A. Pooled Funding of Net Investment. Notwithstanding
anything to the contrary contained in this Agreement, if the Buyer
funds all or a portion of the Net Investment through the issuance of
Commercial Paper, it may (in its sole discretion) elect to do so
through the issuance of Commercial Paper tranches the proceeds of which
are not used exclusively for the purpose of funding the Net Investment
hereunder (a "Pooled Funding"). To the extent the Buyer (in the
exercise of its sole discretion) funds all or a portion of the Net
Investment on a Pooled Funding basis, (i) the Seller shall have no
right to request Tranche Periods, (ii) the Tranche Rate for the portion
of the Net Investment funded on a Pooled Funding basis shall be, for
each day, the rate equivalent of the weighted average of the rates
payable on all Commercial Paper of the Buyer issued on a Pooled Funding
basis on such day, converted (as necessary) to an annual yield
equivalent rate on the basis of a 360-day year, which rates shall
include any dealer's discount or fees and any other fees attributable
thereto, (iii) the portion of the Net Investment funded on a Pooled
Funding basis shall be deemed to be allocated to a Tranche with a
Tranche Period maturing on the last calendar day of each calendar
month, (iv) if the report delivered by the Administrative Agent to the
Seller pursuant to Section 2.07 includes an estimate with respect to a
Tranche funded on a Pooled Funding basis, the Administrative Agent
shall deliver a revised report to the Seller on or before the last
calendar day of the applicable calendar month and the Seller shall pay
the Discount shown thereon on the last calendar
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day of such calendar month, and (v) the other terms and provisions of
this Agreement shall be construed and applied in a manner consistent
with this Section 2.06A (whether or not such terms and provisions are
referenced with specificity in this Section 2.06A) and all Pooled
Funding shall be administered by the Administrative Agent in accordance
with its general policies and procedures applicable to Pooled Funding.
SECTION 3. Receivables Purchase Agreement in Full Force and Effect, as
Amended. Except as specifically stated herein, all of the terms and conditions
of the Receivables Purchase Agreement shall remain in full force and effect. All
references to the Receivables Purchase Agreement in any Purchase Document or any
other document or instrument shall be deemed to mean the Receivables Purchase
Agreement, as amended by this Amendment. This Amendment shall not constitute a
novation of the Receivables Purchase Agreement, but shall constitute an
amendment thereto. The parties hereto agree to be bound by the terms and
obligations of the Receivables Purchase Agreement, as amended by this Amendment,
as though the terms and obligations of the Receivables Purchase Agreement were
set forth herein.
SECTION 4. Effectiveness. This Amendment shall become effective as of
the date hereof, upon receipt by the Administrative Agent of an executed
counterpart of this Amendment from each party hereto (including the
acknowledgement and consent of JPMorgan Chase Bank, as Agent for the APA
Purchasers).
SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by separate parties hereto on separate counterparts
(including by way of facsimile transmission), each of which when executed shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above set forth.
DELAWARE FUNDING CORPORATION
By: JPMorgan Chase Bank, as attorney-in-fact
for Delaware Funding Corporation
By _______________________________________
Name:
Title:
JPMORGAN CHASE BANK, as Administrative Agent
By _______________________________________
Name:
Title:
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By _______________________________________
Name:
Title:
AMERISOURCE CORPORATION
By _______________________________________
Name:
Title:
AMERISOURCE HEALTH CORPORATION
By _______________________________________
Name:
Title:
ACKNOWLEDGED AND CONSENTED TO:
JPMORGAN CHASE BANK, as Agent
for the APA Purchasers
By__________________________
Name:
Title:
[Signature Page to Eighth Amendment to AmeriSource Receivables Purchase
Agreement]
