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Exhibit
10.1
EXECUTION COPY
SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT, dated as of June 14, 2007
(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 ”).
R E C I T A L
S
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:
(a) Exhibit I to the
Agreement is hereby amended by adding thereto in the appropriate
alphabetical order the following new definitions:
“ DOD Eligibility
Notice ” means a notice, in form and substance reasonably
satisfactory to the Administrator, delivered by the Seller to the
Administrator and each Purchaser Agent and specifying that, not
notwithstanding anything to the contrary in clause (w)
of the definition of “Eligible Receivable”, the
Seller intends to include DOD Receivables as Eligible
Receivables.
“ DOD Receivable
” means a Receivable the Obligor of which is the United
States Department of Defense.
(b) The definition of
“Default Horizon Ratio” set forth in Exhibit I
to the Agreement is hereby amended by inserting prior to the period
at the end thereof the following proviso:
; provided ,
however , that, for purposes of calculating the Default
Horizon Ratio, the aggregate amount of DOD Receivables that would
otherwise have been included in the amount described in clause
(i) above shall not be included in such amount unless and
until the Seller has delivered the DOD Eligibility Notice to the
Administrator and each Purchaser Agent.
(c) The definition of
“Default Ratio” set forth in Exhibit I to the
Agreement is hereby amended by inserting prior to the period at the
end thereof the following proviso:
; provided ,
however , that, for purposes of calculating the Default
Ratio, the aggregate Outstanding Balance of DOD Receivables that
would otherwise have been included in the amounts described in
clauses (x) and (y) above, respectively,
shall not be included in such amounts unless and until the Seller
has delivered the DOD Eligibility Notice to the Administrator and
each Purchaser Agent.
(d) The definition of
“Delinquency Ratio” set forth in Exhibit I to
the Agreement is hereby amended by inserting prior to the period at
the end thereof the following proviso:
; provided ,
however , that, for purposes of calculating the Delinquency
Ratio, the aggregate Outstanding Balance of DOD Receivables that
would otherwise have been included in the amounts described in
clauses (i) and (ii) above, respectively,
shall not be included in such amounts unless and until the Seller
has delivered the DOD Eligibility Notice to the Administrator and
each Purchaser Agent.
(e) Clause (w)
of the definition of “Eligible Receivables” set
forth in Exhibit I to the Agreement is hereby amended and
restated in its entirety as follows:
(w) which is not a DOD
Receivable; provided , however , that upon delivery
of the DOD Eligibility Notice by the Seller to the Administrator
and each Purchaser Agent, each DOD Receivable that otherwise meets
the definition of “Eligible Receivable” shall be an
Eligible Receivable.
(f) The definition of
“Government Receivables Excess” set forth in Exhibit
I to the Agreement is hereby amended by inserting prior to the
period at the end thereof the following proviso:
; provided ,
however , that, for purposes of calculating the Government
Receivables Excess, the aggregate Outstanding Balance of Government
Receivables shall exclude the aggregate Outstanding Balance of DOD
Receivables unless and until the Seller has delivered the DOD
Eligibility Notice to the Administrator and the Purchaser
Agents.
3. Effect of Amendment
. Except as exp
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