Exhibit 4.29
FIRST AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT, dated as of December 12, 2003 (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
VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO, and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as administrator for each of the Purchaser Groups
party thereto (together with its successors and assigns in such
capacity, the “ Administrator ”).
RECITALS
A. The Seller, Servicer, the various
other Purchaser Groups from time to time party thereto and the
Administrator have entered into that certain Receivables Purchase
Agreement, dated as of July 10, 2003 (as amended, supplemented or
otherwise modified from time to time, the “ Agreement
”).
B. The parties to the Agreement
desire to enter into this Amendment to amend the
Agreement.
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 . The Agreement is hereby amended as
follows:
2.1 The last sentence in the
definition of “ Obligor Concentration Limit ” as
set forth in Exhibit I to the Agreement is hereby amended as
follows:
As of December 12, 2003, Longs Drug
Stores Corporation, AdvancePCS, Inc. and Medco Health Solutions,
Inc. shall have a Special Concentration Limit of 8.0%, 5.5% and
4.75%, respectively.
2.2 The definition of
“Required Reserve Factor Floor ” as set forth in
Exhibit I to the Agreement is hereby amended by replacing
the reference to “18.5%” therein with
“20.75%”.
3. Effect of Amendment . This
Amendment shall become effective upon the execution of such
Amendment by all of the parties hereto. 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 each of the Agreements to “this
Agreement”, “hereof”, “herein”, or
words of similar effect referring to such Agreement shall be deemed
to be references to the Agreement, as amended by this Amendment.
This
Amendment shall not be de
