0000950123-11-044438 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 4th, 2011 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 28, 2011 (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 BANK OF AMERICA, NATIONAL ASSOCIATION (“Bank of America”), a national banking association, as administrator (in such capacity, the “Administrator”).

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FIRST AMENDMENT TO AMENDED AND RESTATED PERFORMANCE UNDERTAKING
Amerisourcebergen Corp • May 4th, 2011 • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PERFORMANCE UNDERTAKING, dated as of April 28, 2011 (this “Amendment”) is executed by AMERISOURCEBERGEN CORPORATION, a Delaware corporation (the “Performance Guarantor”).

SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • May 4th, 2011 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of April 28, 2011 (this “Amendment”) is entered into by and between AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Buyer”), and AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation (in such capacity, the “Originator”).

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