Exhibit 10.39
EXECUTION COPY
FOURTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT, dated as of October 31, 2005 (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 party to the Agreement (as defined below),
and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as administrator for each of the Purchaser Groups
party thereto (in such capacity, the “ Administrator
”).
RECITALS
A. The Seller, Servicer, the various
Purchaser Groups 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 Commitment and Scheduled
Facility Termination Dates with respect to the Commitment of Bank
of America, National Association, as set forth on Fleet Securities,
Inc.’s signature page to the Agreement, are hereby amended
and restated in their entirety as set forth on Bank of America,
National Association’s signature page hereto.
2.2 The Commitment and Scheduled
Facility Termination Dates with respect to the Commitment of The
Bank of Nova Scotia, as set forth on its signature page to the
Agreement, are hereby amended and restated in their entirety as set
forth on The Bank of Nova Scotia’s signature page
hereto.
2.3 The Commitment and Scheduled
Facility Termination Dates with respect to the Commitment of
Wachovia Bank, National Association, as set forth on its signature
page to the Agreement, are hereby amended and restated in their
entirety as set forth on the Administrator’s signature page
hereto.
2.4 The Commitment and Scheduled
Facility Termination Dates with respect to the Commitment of PNC
Bank, National Association, as set forth on its signature
page
to the Agreement, are hereby amended
and restated in their entirety as set forth on PNC Bank, National
Association’s signature page hereto.
2.5 The definition of
“Purchase Limit” set forth in Exhibit I to the
Agreement is hereby amended by deleting the amount
“$1,050,000,000” therein and substituting the amount
“$700,000,000” therefor.
3. [ Reserved .]
4. Effect of Amendment . This
Amendment shall become effective upon the execut
