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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 17, 2024
Cencora, Inc.
(Exact
name of registrant as specified in its charter)
Commission File Number: 1-6671
Delaware |
|
23-3079390 |
(State or other jurisdiction
of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
|
|
|
1
West First Avenue Conshohocken PA |
|
19428-1800 |
(Address of principal
executive offices) |
|
(Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report.)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of exchange on which registered |
Common stock |
COR |
New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 |
Entry into Material Definitive Agreement |
Amendment of Securitization Facility
On
April 17, 2024, Cencora, Inc. (the “Company”) and certain of its subsidiaries entered into an Omnibus Amendment
(the “Omnibus Amendment”) with MUFG Bank, Ltd., as administrator, and the purchaser agents and purchasers party
thereto, constituting (i) the Twentieth Amendment to Amended and Restated Receivables Purchase Agreement (the “Twentieth
RPA Amendment”) among Amerisource Receivables Financial Corporation (“ARFC”), as seller, AmerisourceBergen
Drug Corporation (“ABDC”), as servicer, the purchaser agents and purchasers party thereto, and MUFG Bank, Ltd.,
as administrator, (ii) the Second Amendment to Amended and Restated Receivables Sale Agreement (the “Second RSA Amendment”)
among ARFC, as buyer, and ABDC and ASD Specialty Healthcare, LLC (“ASD”), as originators, and (iii) the First
Amendment to Second Amended and Restated Performance Undertaking (the “Performance Undertaking Amendment”) made by
the Company, as performance guarantor, in favor of ARFC, as buyer.
The
Twentieth RPA Amendment:
| · | Extended the scheduled facility termination date from October 21, 2025 to October 21, 2026; |
| · | Added U.S. Bank National Association and Truist Bank as committed purchasers, uncommitted purchasers,
and purchaser agents, and removed Mizuho Bank, Ltd, as a committed purchaser, uncommitted purchaser, and purchaser agent; |
| · | Added certain representations and warranties regarding compliance with laws and agreements; and |
| · | Effected certain other technical changes. |
Each
of the Second RSA Amendment and the Performance Undertaking Amendment made certain technical changes to reflect the Company’s updated
name, Cencora, Inc.
The
securitization facility is available to provide additional liquidity and funding for the ongoing business needs of the Company and
its subsidiaries. Availability under the securitization facility is based on the accounts receivables originated by ABDC and ASD
from the sale of pharmaceuticals and other related services. Pursuant to the securitization facility, ABDC and ASD sells their
accounts receivables to ARFC. ARFC may sell interests in the accounts receivables purchased from ABDC to the various purchaser
groups party to the securitization facility, paying program fees on the amount of receivables interests purchased under the
facility. The securitization facility has a base limit of US$1,450,000,000, with an option to increase the commitments
of the participating banks, subject to their approval, by an additional US$250,000,000 for seasonal needs during the
December and March quarters. The Company serves as the performance guarantor of ABDC’s obligations as originator and
servicer under the securitization facility.
The
foregoing summary of the Omnibus Amendment, including those agreements constituting such amendment, does not purport to be complete and
is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Item 2.03. Creation of Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above
is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
|
|
10.1 |
|
Omnibus Amendment, dated as of April 17, 2024, constituting (i) the Twentieth Amendment to Amended and Restated Receivables Purchase Agreement among ARFC, as seller, ABDC, as servicer, the purchaser agents and purchasers party thereto, and MUFG Bank, Ltd., as administrator, (ii) the Second Amendment to Amended and Restated Receivables Sale Agreement among ARFC, as buyer, and ABDC and ASD Specialty Healthcare, LLC, as originators, and (iii) the First Amendment to Second Amended and Restated Performance Undertaking made by the Company, as performance guarantor, in favor of ARFC, as buyer. |
|
|
|
104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Cencora, Inc. |
|
|
|
April 23, 2024 |
By: |
/s/ James F. Cleary |
|
|
Name: |
James F. Cleary |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 10.1
EXECUTION VERSION
OMNIBUS
AMENDMENT
This OMNIBUS AMENDMENT, dated as of April 17,
2024 (this “Amendment”), is:
(1) THE
TWENTIETH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, 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,
U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as a Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser,
TRUIST BANK (“Truist”), as a Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser, and MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as administrator (in such capacity, the “Administrator”);
(2) THE
SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation,
as buyer (in such capacity, the “Buyer”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation and ASD SPECIALITY
HEALTHCARE, LLC, a California limited liability company, each of the foregoing, as an originator (in such capacity, an “Originator,”
and collectively, the “Originators”); and
(3) THE
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING, among CENCORA, INC., (F/K/A AMERISOURCEBERGEN CORPORATION),
a Delaware corporation (the “Performance Guarantor”), in favor of the Buyer, as recipient.
R E C I T A L S
The Seller, the Servicer,
the Purchaser Groups, and the Administrator are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as
of April 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).
The Buyer and the Originators
are parties to that certain Amended and Restated Receivables Sale Agreement, dated as of October 16, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Receivables Sale Agreement”);
The Performance Guarantor
is party to that certain Second Amended and Restated Performance Undertaking, dated as of October 16, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Performance Undertaking”; together with the Receivables Purchase Agreement
and the Receivables Sale Agreement, each an “Agreement” and collectively, the “Agreements”).
The parties hereto desire
to join each of U.S. Bank and Truist as a party to the Receivables Purchase Agreement as an Uncommitted Purchaser, Related Committed Purchaser
and Purchaser Agent.
The parties hereto desire to amend each of the
Agreements as hereinafter set forth.
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 Receivables Purchase Agreement or Exhibit I to the Receivables Sale Agreement, as applicable.
2. Amendments
to the Receivables Purchase Agreement. As of the Effective Date (as defined below), the Receivables Purchase Agreement is hereby amended
to incorporate the changes shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A.
3. Amendments
to the Receivables Sale Agreement. As of the Effective Date (as defined below), the Receivables Sale Agreement is hereby amended to
incorporate the changes shown on the marked pages of the Receivables Sale Agreement attached hereto as Exhibit B.
4. Amendments
to the Performance Undertaking. As of the Effective Date (as defined below), the Performance Undertaking is hereby amended to incorporate
the changes shown on the marked pages of the Performance Undertaking attached hereto as Exhibit C.
5. Joinder.
(a) U.S.
Bank and Truist as a Related Committed Purchaser and as an Uncommitted Purchaser. From and after the date hereof, each of U.S. Bank
and Truist shall be a party to the Receivables Purchase Agreement as a “Related Committed Purchaser” and an “Uncommitted
Purchaser” for all purposes thereof and of the other Transaction Documents, and each of U.S. Bank and Truist accepts and assumes
all related rights and agrees to be bound by all of the terms and provisions applicable to “Related Committed Purchasers”
and an “Uncommitted Purchaser” contained in the Receivables Purchase Agreement and the other Transaction Documents.
(b) Appointment
of U.S. Bank as Purchaser Agent of U.S. Bank’s Purchaser Group. U.S. Bank hereby designates U.S. Bank as its Purchaser Agent
and U.S. Bank hereby accepts such designation and acknowledges and agrees to perform each of the roles and responsibilities of Purchaser
Agent for U.S. Bank in its capacity of Purchaser Agent for U.S. Bank and each of the other members of U.S. Bank’s Purchaser Group.
(c) Appointment
of Truist as Purchaser Agent of Truist’s Purchaser Group. Truist hereby designates Truist as its Purchaser Agent and Truist
hereby accepts such designation and acknowledges and agrees to perform each of the roles and responsibilities of Purchaser Agent for Truist
in its capacity of Purchaser Agent for Truist and each of the other members of Truist’s Purchaser Group.
(d) Independent
Credit Decision. Each of U.S. Bank and Truist hereby confirms that it has, independently and without reliance upon the Administrator,
any Purchaser or any Purchaser Agent and based on such documents and information as it has deemed appropriate, made and will continue
to make its own appraisal of any investigation into the business, operations, property, prospects, financial and other conditions and
creditworthiness of the Seller, the Servicer, the Performance Guarantor or the Originators, and the Receivables and made its own evaluation
and decision to enter into this Amendment and the Receivables Purchase Agreement.
(e) Notice
Addresses. U.S. Bank’s and Truist’s addresses for notices under the Receivables Purchase Agreement shall be the following:
If to U.S. Bank:
U.S.
Bank National Association
214 N. Tryon St
Charlotte, NC 28202
Attn: Jeff Fricano
Telephone: (704) 335-7811
Email: jeff.fricano@usbank.com
If to Truist:
Truist
Bank
303 Peachtree Street, 25th Floor
MC: GA-ATL-7662
Atlanta, GA 30308
Attn: Karen Weich
Telephone: (404) 813-9293
Facsimile: (801) 453-4108
Email: agency.services@Truist.com
(f) Consent
to Joinder. Each of the parties hereto (i) consents to the foregoing joinder of each of U.S. Bank and Truist as a party to the
Receivables Purchase Agreement in the capacities of a “Related Committed Purchaser”, a “Purchaser Agent” and an
“Uncommitted Purchaser”, (ii) expressly waives any notice or other applicable requirements set forth in any Transaction
Document as a prerequisite or condition precedent to such joinders (other than as set forth herein) and (iii) acknowledges and agrees
that this Section 3 is in form and substance substantially similar to an Assumption Agreement.
6. Removal
of Mizuho’s Purchaser Group. Each of the parties hereto hereby acknowledges and agrees to the resignation of Mizuho Bank, Ltd.
(“Mizuho”) as “Uncommitted Purchaser”, “Related Committed Purchaser” and “Purchaser Agent”
pursuant to the Payoff Letter (as defined below) and expressly waives any notice requirements set forth in the Receivables Purchase Agreement
or any other Transaction Documents as a prerequisite or condition precedent to any assignment and assumption giving effect to such resignation
applicable to Mizuho or Mizuho Bank, Ltd.’s Purchaser Group.
7. Non-Ratable
Purchases and Consent.
(a) As
of the date hereof and prior to giving effect to this Amendment, the Group Invested Amount for each Purchaser Group is the amount set
forth on Schedule I attached hereto. In connection with the amendment of the Commitment with respect to each Related Committed
Purchaser pursuant to this Amendment, the parties hereto desire to provide for the rebalancing of the Aggregate Invested Amount, on the
terms and subject to the conditions described below.
(b) The
Seller hereby requests that solely on a one time basis on the date hereof, that the Purchasers in each of the U.S. Bank National Association
Purchaser Group and the Truist Bank Purchaser Group (each such Purchaser Group, a “Subject Purchaser Group”) make a
non-pro rata Incremental Purchase on the date hereof in the applicable amount set forth opposite its name in Part I of Schedule
II attached hereto. Each of the parties hereto hereby agrees that for administrative convenience, the proceeds of such Incremental
Purchase shall be applied by the Seller as (i) a partial repayment of the Group Invested Amount of each other Purchaser Group and
(ii) a full repayment of the Mizuho Bank, Ltd. Purchaser Group in accordance with the terms of the Payoff Letter.
(c) The
Purchaser Agents for each of the Subject Purchaser Groups hereby acknowledge receipt of the Purchase Notice set forth in clause (b) above
and hereby agree (i) subject to the satisfaction of each of the conditions set forth in Section 6.2 of the Receivables Purchase
Agreement, that the Purchasers in its applicable Purchaser Group will make the Incremental Purchase requested above and (ii) that
the provisions of this Amendment are in all material respects equivalent to the form of “Purchase Notice” set forth as Exhibit II
to the Receivables Purchase Agreement and waive the notice requirement set forth in Section 1.2 of the Receivables Purchase Agreement.
(d) After
giving effect to the non-pro rata Incremental Purchase set forth above, the non-pro rata repayment of the Investment Amount set forth
above and the netting of payments set forth in Section 6 below, each of the parties hereto hereby agree that the Group Invested
Amount for each Purchaser Group shall be the amount set forth on Schedule III attached hereto.
(e) All
accrued and unpaid CP Costs, Yield and fees that accrued prior to the date hereof on or with respect to the portion of the Investment
Amount that is being repaid on the date hereof pursuant to this Section 5 shall be payable by the Seller to the applicable
Purchasers on the next occurring Settlement Date in accordance with the terms of the Receivables Purchase Agreement and the other Transaction
Documents.
(f) Each
of the parties hereto consents to the foregoing non-pro rata Incremental Purchase set forth above and the non-ratable repayment of a portion
of the Investment Amount set forth above, in each case, on the terms set forth in Sections 7 and 8 and on a one-time basis.
8. Netting
of Certain Amounts.
(a) For
administrative convenience and in order to minimize the number of required financial transfers pursuant to Section 7 above,
the Seller and each of the other applicable parties hereto desires to net such payments.
(b) In
order to accomplish such netting of payments:
(i) the
Seller hereby directs each Subject Purchaser Group to send by wire transfer of immediately available funds, the applicable amount set
forth opposite its name in Part I of Schedule II attached hereto to the applicable Purchasers set forth in Part II
of Schedule II; and
(ii) each
party hereto hereby agrees to the foregoing clause (i) and the netting of certain amounts as set forth in Part II
of Schedule II hereto.
(c) Payment
of each portion of the amounts set forth in clause (b) above shall be made by wire transfer of immediately available funds
in accordance with the applicable payment instructions set forth on Schedule II hereto.
(d) For
the avoidance of doubt, the applicable Purchasers shall not remit funds directly to the Seller in connection with the Incremental Purchase
described in Section 5(b) hereto but shall instead remit net payments as set forth in clause (b)(i) above.
(e) Notwithstanding
the provisions of clause (b) above, in the event that the Administrator does not receive the amounts set forth in clause
(b)(i) by 3:00 p.m. (New York time) on the date hereof, the Administrator shall promptly return to the applicable Purchasers
the amounts distributed by such Purchasers to the Administrator pursuant to clause (b)(i) above.
9. Representations
and Warranties; Covenants. Each of the Seller, the Servicer, the Originators, the Buyer and the Performance Guarantor hereby certifies,
represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:
(a) each
of its representations and warranties contained in the Agreements is true and correct, in all material respects, as if made on and as
of the Effective Date;
(b) after
giving effect to this Amendment, no event has occurred and is continuing that constitutes an Amortization Event or Unmatured Amortization
Event;
(c) the
Facility Termination Date for all Purchaser Groups has not occurred; and
(d) the
Credit Agreement has not been amended since October 6, 2023.
10. Effect
of Amendment. Except as expressly amended and modified by this Amendment, all provisions of each of the Agreements shall remain in
full force and effect. After this Amendment becomes effective, all references in each of the Agreements and each of the other Transaction
Documents to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to the applicable
Agreement shall be deemed to be references to such Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of any of the Agreements (or any related document or agreement) other than as expressly
set forth herein.
11. Effectiveness.
This Amendment shall become effective on the date hereof (the “Effective Date”) upon satisfaction of each of the following
conditions:
(a) receipt
by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment, (ii) the amended and restated fee letter,
dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent, (iii) the Limited
Consent (the “Limited Consent”), dated as of the date hereof, by and among the parties thereto, and (iv) the Payoff
Letter (the “Payoff Letter”), dated as of the date hereof, by and among the Seller, the Servicer, the Administrator,
the Originators, each Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser and Mizuho Bank, Ltd.;
(b) the
Payoff Letter shall have become effective in accordance with its terms;
(c) a
reliance letter from the Seller’s counsel confirming that U.S. Bank and Truist may rely upon any opinions previously delivered by
the Seller’s counsel in connection with the Receivables Purchase Agreement or any other Transaction Document as if U.S. Bank and
Truist were addressees thereof; and
(d) the
Administrator and each Purchaser Agent shall have received all accrued and unpaid fees, costs and expenses to the extent then due and
payable to it or the Purchasers on the Effective Date.
12. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts of this
Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective as
if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective successors
and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be
deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a
Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.
13. Governing
Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any
otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
14. Section Headings.
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment,
the Receivables Purchase Agreement or any other Transaction Document or any provision hereof or thereof.
15. Transaction
Document. This Amendment shall constitute a Transaction Document under each of the Agreements.
16. Severability.
Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall
not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
17. Ratification.
After giving effect to this Amendment, the Limited Consent and the transactions contemplated hereby and thereby, all of the provisions
of the Performance Undertaking shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance
Undertaking and acknowledges that the Performance Undertaking has continued and shall continue in full force and effect in accordance
with its terms.
[signature pages begin on next page]
IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
|
AMERISOURCE RECEIVABLES FINANCIAL
CORPORATION, as Seller and Buyer |
|
|
|
By: |
/s/ James Cleary |
|
Name: |
James Cleary |
|
Title: |
President & Chief Financial Officer |
|
AMERISOURCEBERGEN DRUG
CORPORATION, as initial Servicer and an
Originator |
|
|
|
By: |
/s/ James Cleary |
|
Name: |
James Cleary |
|
Title: |
Executive Vice President & Chief Financial Officer |
|
ASD SPECIALTY HEALTHCARE, LLC, as an
Originator |
|
|
|
By: |
/s/ James Cleary |
|
Name: |
James Cleary |
|
Title: |
Executive Vice President & Chief Financial Officer |
Acknowledged and Agreed
CENCORA, INC. (F/K/A AMERISOURCEBERGEN
CORPORATION)
By: |
/s/ Bennett Murphy |
|
Name: |
Bennett Murphy |
|
Title: |
Senior Vice President, Head of Investor Relations & Treasury |
|
| S-1 | Omnibus Amendment (ARFC) |
|
MUFG BANK, LTD.,
as Administrator |
|
|
|
By: |
/s/ Eric Williams |
|
Name: |
Eric Williams |
|
Title: |
Managing Director |
|
|
|
VICTORY RECEIVABLES CORPORATION,
as an Uncommitted Purchaser |
|
|
|
By: |
/s/ Kevin J. Corrigan |
|
Name: |
Kevin J. Corrigan |
|
Title: |
Vice President |
|
|
|
MUFG BANK, LTD.,
as Purchaser Agent for
Victory Receivables Corporation |
|
|
|
By: |
/s/ Eric Williams |
|
Name: |
Eric Williams |
|
Title: |
Managing Director |
|
|
|
MUFG BANK, LTD.,
as Related Committed Purchaser
for Victory Receivables Corporation |
|
|
|
By: |
/s/ Eric Williams |
|
Name: |
Eric Williams |
|
Title: |
Managing Director |
| S-2 | Omnibus Amendment (ARFC) |
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as an Uncommitted Purchaser |
|
|
|
By: |
/s/ Taylor Cloud |
|
Name: |
Taylor Cloud |
|
Title: |
Director |
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Purchaser Agent and
Related Committed Purchaser
for Wells Fargo Bank,
National Association |
|
|
|
By: |
/s/ Taylor Cloud |
|
Name: |
Taylor Cloud |
|
Title: |
Director |
|
LIBERTY STREET FUNDING LLC,
as an Uncommitted Purchaser |
|
|
|
By: |
/s/ Kevin J. Corrigan |
|
Name: |
Kevin J. Corrigan |
|
Title: |
Vice President |
|
THE BANK OF NOVA SCOTIA,
as Purchaser Agent and
Related Committed Purchaser
for Liberty Street Funding LLC |
|
|
|
By: |
/s/ Nick Mantas |
|
Name: |
Nick Mantas |
|
Title: |
Director |
| S-3 | Omnibus Amendment (ARFC) |
|
PNC BANK, NATIONAL ASSOCIATION, |
|
as a Purchaser Agent, |
|
Uncommitted Purchaser and |
|
Related Committed Purchaser |
|
|
|
By: |
/s/ Christopher Blaney |
|
Name: |
Christopher Blaney |
|
Title: |
Senior Vice President |
|
|
|
THE TORONTO-DOMINION BANK, |
|
as a Purchaser Agent and |
|
Related Committed Purchaser |
|
|
|
By: |
/s/ Luna Mills |
|
Name: |
Luna Mills |
|
Title: |
Managing Director |
|
|
|
GTA FUNDING LLC, |
|
as an Uncommitted Purchaser |
|
|
|
By: |
/s/ Kevin J. Corrigan |
|
Name: |
Kevin J. Corrigan |
|
Title: |
Vice President |
|
|
|
COMPUTERSHARE TRUST COMPANY OF
CANADA,
in its capacity as trustee of RELIANT
TRUST, by its U.S. Financial Services Agent, THE
TORONTO-DOMINION BANK, as an
Uncommitted Purchaser |
|
|
|
By: |
/s/ Luna Mills |
|
Name: |
Luna Mills |
|
Title: |
Managing Director |
| S-4 | Omnibus Amendment (ARFC) |
|
U.S. BANK NATIONAL ASSOCIATION,
as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser |
|
|
|
By: |
/s/ Jedd Dudgeon |
|
Name: |
Jedd Dudgeon |
|
Title: |
Vice President |
|
|
|
TRUIST BANK, as Purchaser Agent,
Uncommitted Purchaser and Related Committed Purchaser |
|
|
|
By: |
/s/ Paul Cornely |
|
Name: |
Paul Cornely |
|
Title: |
Vice President |
| S-5 | Omnibus Amendment (ARFC) |
EXECUTION
VERSION
Exhibit A to NineteenthTwentieth
Amendment dated May 3April 17,
20232024
CONFORMED COPY includes
First Amendment dated 4/28/11
Second Amendment dated 10/28/11
Third Amendment dated 11/16/12
Fourth Amendment dated 1/16/13
Fifth Amendment dated 6/28/13
Sixth Amendment dated 10/7/13
Seventh Amendment dated 7/17/14
Eighth Amendment dated 12/5/14
Omnibus Amendment dated 11/4/15
Tenth Amendment dated 6/21/16
Eleventh Amendment 11/18/16
Twelfth Amendment 12/18/17
Thirteenth Amendment 10/31/2018
Fourteenth Amendment 9/18/19
Fifteenth Amendment 10/16/20
Omnibus Amendment 5/13/21
Seventeenth Amendment dated 11/4/21
Eighteenth Amendment dated 10/21/22
Nineteenth Amendment dated 5/3/23
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
DATED AS OF APRIL 29, 2010
AMONG
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION,
AS SELLER,
AMERISOURCEBERGEN DRUG CORPORATION, AS INITIAL
SERVICER,
THE VARIOUS PURCHASERS GROUPS FROM TIME TO TIME
PARTY HERETO
AND
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD.), AS ADMINISTRATOR
| Exhibit A-1 | Omnibus Amendment (ARFC) |
TABLE OF CONTENTS
Page
ARTICLE I. PURCHASE ARRANGEMENTS |
1 |
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Section 1.1 |
Purchase Facility. |
1 |
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Section 1.2 |
Incremental Purchases |
5 |
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Section 1.3 |
Decreases |
5 |
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Section 1.4 |
Deemed Collections; Purchase Limit |
6 |
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Section 1.5 |
Payment Requirements and Computations |
7 |
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Section 1.6 |
[Reserved] |
7 |
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Section 1.7 |
Sharing of Payments, etc. |
7 |
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ARTICLE II. PAYMENTS AND COLLECTIONS |
7 |
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Section 2.1 |
Payments of Recourse Obligations |
7 |
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Section 2.2 |
Collections Prior to the Final Facility Termination Date; |
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Repayment of Certain Demand Advances |
8 |
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Section 2.3 |
Repayment of Demand AdvancesCollections on the Final Facility Termination Date; Collections |
9 |
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Section 2.4 |
Payment Rescission |
109 |
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Section 2.5 |
Clean Up Call |
109 |
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ARTICLE III. COMMERCIAL PAPER FUNDING |
10 |
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Section 3.1 |
CP Costs |
10 |
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Section 3.2 |
Calculation of CP Costs |
10 |
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Section 3.3 |
CP Costs Payments |
10 |
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Section 3.4 |
Default Rate |
10 |
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ARTICLE IV. BANK RATE FUNDINGS |
10 |
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Section 4.1 |
Bank Rate Fundings |
1110 |
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Section 4.2 |
Yield Payments |
11 |
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Section 4.3 |
[Reserved] |
11 |
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Section 4.4 |
Inability to Determine Rates; Change in Legality |
11 |
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Section 4.5 |
Default Rate |
12 |
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Section 4.6 |
Benchmark Replacement Setting |
12 |
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ARTICLE V. REPRESENTATIONS AND WARRANTIES |
17 |
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Section 5.1 |
Representations and Warranties of the Seller |
1217 |
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Section 5.2 |
Representations and Warranties of the Seller With Respect to Each Sale of Receivables |
1620 |
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Section 5.3 |
Representations and Warranties of Servicer |
1722 |
ARTICLE VI. CONDITIONS OF PURCHASES |
25 |
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Section 6.1 |
Conditions Precedent to Initial Incremental Purchase; Closing Date |
2125 |
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Section 6.2 |
Conditions Precedent to All Purchases and Reinvestments |
2125 |
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ARTICLE VII. COVENANTS |
26 |
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Section 7.1 |
Affirmative Covenants of the Seller |
2226 |
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Section 7.2 |
Negative Covenants of the Seller |
2731 |
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Section 7.3 |
Affirmative Covenants of the Servicer |
3033 |
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Section 7.4 |
Negative Covenants of the Servicer |
3438 |
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ARTICLE VIII. ADMINISTRATION AND COLLECTION |
39 |
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Section 8.1 |
Designation of Servicer |
3539 |
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Section 8.2 |
Duties of Servicer |
3640 |
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Section 8.3 |
Collection Notices |
3842 |
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Section 8.4 |
Responsibilities of Seller |
3842 |
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Section 8.5 |
Settlement Reports |
3842 |
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Section 8.6 |
Servicing Fee |
3943 |
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ARTICLE IX. AMORTIZATION EVENTS |
43 |
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Section 9.1 |
Amortization Events |
3943 |
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Section 9.2 |
Remedies |
4246 |
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ARTICLE X. INDEMNIFICATION |
47 |
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Section 10.1 |
Indemnities by the Seller Parties |
4247 |
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Section 10.2 |
Increased Cost and Reduced Return |
4549 |
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Section 10.3 |
Other Costs and Expenses |
4550 |
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ARTICLE XI. THE AGENTS |
50 |
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Section 11.1 |
Appointment and Authorization |
4650 |
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Section 11.2 |
Delegation of Duties |
4751 |
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Section 11.3 |
Exculpatory Provisions |
4751 |
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Section 11.4 |
Reliance by Agents |
4752 |
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Section 11.5 |
Notice of Amortization Events |
4852 |
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Section 11.6 |
Non-Reliance on Administrator, Purchaser Agents and Other Purchasers |
4853 |
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Section 11.7 |
Administrators and Affiliates |
4953 |
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Section 11.8 |
Indemnification |
4953 |
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Section 11.9 |
Successor Administrator |
4954 |
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Section 11.10 |
Erroneous Payments |
54 |
ARTICLE XII. ASSIGNMENTS AND PARTICIPATIONS |
56 |
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Section 12.1 |
Successors and Assigns; Participations; Assignments |
5056 |
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ARTICLE XIII. MISCELLANEOUS |
58 |
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Section 13.1 |
Waivers and Amendments |
5258 |
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Section 13.2 |
Notices |
5359 |
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Section 13.3 |
Protection of Administrator’s Security Interest |
5360 |
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Section 13.4 |
Confidentiality |
5461 |
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Section 13.5 |
Bankruptcy Petition |
5562 |
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Section 13.6 |
Limitation of Liability |
5562 |
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Section 13.7 |
CHOICE OF LAW |
5562 |
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Section 13.8 |
CONSENT TO JURISDICTION |
5662 |
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Section 13.9 |
WAIVER OF JURY TRIAL |
5663 |
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Section 13.10 |
Integration; Binding Effect; Survival of Terms |
5663 |
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Section 13.11 |
Counterparts; Severability; Section References |
5763 |
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Section 13.12 |
Characterization |
5764 |
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Section 13.13 |
Amendment and Restatement |
5864 |
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Section 13.14 |
Ratification by Performance Guarantor |
5864 |
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Section 13.15 |
Federal Reserve; Etc. |
5864 |
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Section 13.16 |
Patriot Act |
5865 |
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Section 13.17 |
Defaulted Receivables |
5865 |
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Section 13.18 |
Excluded Receivables |
67 |
ARTICLE II.
PAYMENTS AND COLLECTIONS
Section 2.1 Payments
of Recourse Obligations. Seller hereby promises to pay the following (collectively, the “Recourse Obligations”):
(a) all
amounts due and owing under Section 1.3 or 1.4 on the dates specified therein;
(b) the
fees set forth in the Fee Letters on the dates specified therein;
(c) all accrued and
unpaid Yield on the Receivable Interests accruing Yield at the Yield Rate on each Settlement Date applicable thereto;
(d) [Reserved];
(e) all
accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and
(f) all Broken Funding
Costs and all amounts due and owing under Article X, including, Indemnified Amounts, in each case, upon demand.
Section 2.2 Collections
Prior to the Final Facility Termination Date; Repayment of Certain Demand Advances..
(a) Prior
to the Final Facility Termination Date, any Deemed Collections received by the Servicer and the Purchasers’ Portion of any Collections
received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids
or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to
the Final Facility Termination Date, Seller hereby requests and each Purchaser (other than any Exiting Purchasers) hereby agrees to make,
simultaneously with such receipt, a reinvestment (each, a “Reinvestment”) with the Purchasers’ Portion
of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested
Amount of the Receivable Interests of each Purchaser (other than an Exiting Purchaser) immediately after such receipt and corresponding
Reinvestment shall be equal to the amount of such Invested Amounts immediately prior to such receipt.
(b) On
each Settlement Date prior to the Final Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the benefit of
its Purchaser Group (or, if applicable, to the Administrator for its own benefit) the amounts set aside during the preceding Calculation
Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid
in accordance with Section 2.1) to the Aggregate Unpaids in the order specified:
first,
ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and
owing,
second,
ratably to the payment of all accrued and unpaid fees under the Fee Letters (if any) that are then due and owing,
third,
to the ratable reduction of the aggregate Invested Amount of each Exiting Purchaser,
fourth,
if required under Section 1.1( b)(v)(B), 1.3 or 1.4, first, to the reduction of the aggregate
Accordion Invested Amount (ratably according to each Purchaser’s Accordion Invested Amount until such amount is reduced to zero)
and second, to the ratable reduction of the Aggregate Invested Amount (in each case, after giving effect to the amounts, if any, distributed
pursuant to clause third above),
fifth,
for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and
sixth,
the balance, if any, to Seller or otherwise in accordance with Seller’s instructions.
(c) If the Collections are
insufficient to pay the Servicing Fee and the amounts specified in clauses first through fifth
above on any Settlement Date, Seller shall make demand upon ABDC for repayment of any outstanding Demand Advances in an aggregate
amount equal to the lesser of (i) the amount of such shortfall in Collections, and (ii) the aggregate outstanding principal
balance of the Demand Advances, together with all accrued and unpaid interest thereon, and ABDC hereby agrees to pay such amount to the
Collection Account for distribution on such Settlement Date in accordance with the priorities above.
Section 2.3 Repayment
of Demand AdvancesCollections
on the Final Facility Termination Date; CollectionsOn the Final
Facility Termination Date, ABDC hereby agrees to repay the aggregate outstanding principal balance of all Demand Advances, together with
all accrued and unpaid interest thereon, to the Collection Account, without demand or notice of any kind, all of which are hereby expressly
waived by ABDC.
(b) .
On the Final Facility Termination Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the Secured Parties,
all Collections received on each such day. On and after the Final Facility Termination Date, the Servicer shall, on each Settlement Date
and on each other Business Day specified by the Administrator (after deduction of any accrued and unpaid Servicing Fee as of such date):
(i) remit to each Purchaser Agent for the benefit of its Purchaser Group (or, if applicable, to the Administrator for its own benefit)
the amounts set aside pursuant to the preceding two sentences, and (ii) apply such amounts to reduce the Aggregate Unpaids as follows:
first,
to the reimbursement of the Administrator’s and each Purchaser Agent’s costs of collection and enforcement
of this Agreement,
second,
ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs,
third,
ratably to the payment of all accrued and unpaid fees under the Fee Letters,
fourth,
to the ratable reduction of Aggregate Invested Amount,
fifth,
for the ratable payment of all other Aggregate Unpaids, and
sixth,
after the Final Payout Date, to Seller.
Section 2.4 Payment
RescissionPayment Rescission.
No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion
of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for
any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly
pay to the applicable Purchaser Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full
amount thereof, plus interest thereon at the Default Rate from the date of any such rescission, return or refunding.
Section 2.5 Clean
Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing the
Administrator and each Purchaser Agent with at least two (2) Business Days prior notice), at any time following the reduction of
the Aggregate Invested Amount to a level that is less than 10.0% of the original Purchase Limit, to repurchase all, but not less than
all, of the then outstanding Receivable Interests plus any Broken Funding Costs. The purchase price in respect thereof shall be an amount
equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds in accordance with Section 2.3(b).
Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Purchaser
Agent or the Administrator.
ARTICLE III.
COMMERCIAL PAPER FUNDING
Section 3.1 CP
CostsCP Costs. Seller shall
pay CP Costs with respect to the Invested Amount of all Receivable Interests funded through the issuance of Commercial Paper or otherwise
funded by Reliant Trust.
Section 3.2 Calculation
of CP Costs. On each Business Day, each Purchaser (or the applicable Purchaser Agent on its behalf) shall calculate the aggregate
amount of CP Costs applicable to its Receivable Interests accrued through the end of the preceding Business Day and shall notify Seller
of such aggregate amount; provided, however, if any Conduit Purchaser is unable or unwilling to make such daily calculation,
such Conduit Purchaser (or the applicable Purchaser Agent on its behalf) shall only be required to notify the Seller on the first Business
Day of each calendar week with respect to the applicable CP Costs for each Business day in the preceding week.
Section 3.3 CP
Costs Payments. On each Settlement Date, Seller shall pay to the applicable Purchaser Agent (for the benefit of the related Conduit
Purchaser) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the portion of the Invested Amounts of all Receivable
Interests funded by such Conduit Purchaser with Commercial Paper or otherwise funded by Reliant Trust for the Calculation Period then
most recently ended in accordance with Article II.
limitation, any and all indentures, debentures, loans or other agreements
to which the Seller is a party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound, which
would have a material adverse effect on the financial position or results of operations of the Seller or result in rendering any indebtedness
evidenced thereby due and payable prior to its maturity or result in the creation or imposition of any Lien pursuant to the terms of any
such instrument or agreement upon any property (now owned or hereafter acquired) of the Seller. The Seller has not entered into any agreement
with any Obligor prohibiting, restricting or conditioning the assignment of any portion of the Receivables.
(h) No
Amortization Event. No event has occurred and is continuing and no condition exists which constitutes an Amortization Event.
(i) Accurate
and Complete Disclosure. No information furnished by the Seller to the Administrator, any Purchaser Agent or any Purchaser pursuant
to or in connection with this Agreement or any transaction contemplated hereby is false or misleading in any material respect as of the
date as of which such information was furnished (including by omission of material information necessary to make such information not
misleading).
(j) No
Proceedings. There are no proceedings or investigations pending, or to the knowledge of the Seller, threatened, before any Official
Body (A) asserting the invalidity of the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions
contemplated by the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect
(i) the performance by either the Seller or the Servicer of its obligations under the Transaction Documents or (ii) the validity
or enforceability of the Transaction Documents, the Contracts or any material amount of the Receivables.
(k) Bulk
Sales Act. No transaction contemplated hereby requires compliance with any bulk sales act or similar law.
(l) Litigation.
As of October 28, 2011the
Twentieth Amendment Date, no injunction, decree or other decision has been issued or made by any Official Body that prevents, and
to the knowledge of the Seller, no threat by any Person has been made to attempt to obtain any such decision that would have a material
adverse effect on, the conduct by the Seller of a significant portion of the Seller’s business operations or any portion of its
business operations affecting the Receivables, and no litigation, investigation or proceeding exists asserting the invalidity of the Transaction
Documents, seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents, or seeking any determination
or ruling that might materially and adversely affect (A) the performance by either the Seller or the Servicer of its obligations
under the Transaction Documents or (B) the validity or enforceability of the Transaction Documents, the Contracts or any material
amount of the Receivables.
(m) Margin
Regulations. The use of all funds acquired by the Seller under this Agreement will not conflict with or contravene any of Regulations
T, U and X of the Board of Governors of the Federal Reserve System, as the same may from time to time be amended, supplemented or otherwise
modified.
(n) Taxes.
The Seller has timely filed all United States Federal income tax returns and all other material tax returns which are required to be
filed by it and has paid all taxes
the transfer restrictions set forth in this Agreement. The Seller further represents and
warrants that its assets and liabilities are consolidated with the assets and liabilities of ABDC for purposes of GAAP.
(w) Beneficial
Ownership Rule. As of the Thirteenth Amendment Date, the information included in the Certification from Exemption of Beneficial Owner(s) Information
Collection is true and correct in all respects.
(x) Sanctioned
Persons. None of the Seller, any Subsidiary thereof or, to the knowledge of the Seller, any of their respective directors, officers,
agents or employees, is a Sanctioned Person.
(y) Compliance
with Laws and Agreements. The Seller is in compliance with all Laws, regulations and orders of any Official Body applicable to it or its
property and all indentures, agreements and other instruments binding upon it or its property.
Section 5.2 Representations
and Warranties of the Seller With Respect to Each Sale of Receivables. By selling undivided ownership interests in Receivables to
the Purchasers, either by Incremental Purchase or Reinvestment, the Seller represents and warrants to the Administrator, each Purchaser
Agent and each Purchaser as of the date of such sale of an Incremental Purchase or Reinvestment (in addition to its other representations
and warranties contained herein or made pursuant hereto) that:
(a) Purchase
Notice. If such sale relates to an Incremental Purchase, all information set forth on the related Purchase Notice is true and correct
as of the date of such Incremental Purchase.
(b) Assignment.
This Agreement vests in the Administrator, for the benefit of the Secured Parties, all the right, title and interest of the Seller in
and to the Receivable Interest in the Receivables, and the Related Security and Collections with respect thereto, and constitutes a valid
sale of or grant of a security interest in the Receivable Interest, enforceable against all creditors of and purchasers from the Seller.
(c) No
Liens. Each Receivable, together with the related Contract and all purchase orders and other agreements related to such Receivable,
is owned by the Seller free and clear of any Lien, except as provided herein, and is not subject to any Dispute, except as provided herein.
When each of the Purchasers makes a purchase of a Receivable Interest in such Receivable, it shall have acquired and shall continue to
have maintained an undivided percentage ownership interest to the extent of its percentage of the Receivable Interest in such Receivable
and in the Related Security and the Collections with respect thereto free and clear of any Lien, except as provided herein. The Seller
has not and will not prior to the time of the sale of any such interest to the Purchasers have sold, pledged, assigned, transferred or
subjected, and will not thereafter sell, pledge, assign, transfer or subject, to a Lien any of the Receivables, the Related Security or
the Collections, other than the assignment of Receivable Interests therein to the Administrator, for the benefit of the Secured Parties,
in accordance with the terms of this Agreement.
(d) Filings.
On or prior to each Purchase and each recomputation of the Receivable Interest, all financing statements and other documents required
to be recorded or filed
(h) No
Proceedings. There are no proceedings or investigations pending, or to the knowledge of the Servicer, threatened, before any Official
Body (A) asserting the invalidity of the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions
contemplated by the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect
(i) the performance by either the Seller or the Servicer of its obligations under this Agreement or (ii) the validity or enforceability
of the Transaction Documents, the Contracts or any material amount of the Receivables.
(i) No
Change in Ability to Perform. Since the date on which the Servicer accepted its duties hereunder, there has been no material adverse
change in the ability of the Servicer to perform its obligations hereunder.
(j) Credit
and Collection Policy. The Credit and Collection Policy has been complied with in all material respects in regard to each Receivable
and related Contract.
(k) Financial
Condition. The consolidated balance sheet of the AmerisourceBergenCencora
and its Consolidated Subsidiaries (which shall include the Servicer) as at the most recent Fiscal Year end and the related statements
of income and cash flows of AmerisourceBergenCencora
and its Consolidated Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP, independent accountants, or
another nationally recognized firm of independent accountants, are available as a matter of public record. The unaudited consolidated
balance sheet of AmerisourceBergenCencora
and its Consolidated Subsidiaries as at most recent fiscal quarter end and the related unaudited statements of income and cash flows of
AmerisourceBergenCencora
and its Consolidated Subsidiaries for the periods then ended are available as a matter of public record.
(l) Litigation.
As of October 28, 2011the
Twentieth Amendment Date, no injunction, decree or other decision has been issued or made by any Official Body that prevents, and
to the knowledge of the Servicer, no threat by any Person has been made to attempt to obtain any such decision that would have a material
adverse effect on, the conduct by the Servicer of a significant portion of its business operations or any portion of its business operations
affecting the Receivables, and no litigation, investigation or proceeding asserting the invalidity of this Agreement, seeking to prevent
the consummation of the transactions contemplated by this Agreement, or seeking any determination or ruling that might materially and
adversely affect (A) the performance of the Servicer of its obligations under this Agreement, or (B) the validity or enforceability
of this Agreement, the Contracts or any material amount of the Receivables.
(m) Insurance.
The Servicer currently maintains insurance with respect to its properties and businesses and causes its Subsidiaries to maintain insurance
with respect to their properties and business against loss or damage of the kinds customarily insured against by corporations engaged
in the same or similar business and similarly situated, of such types and in such amounts as are customarily carried under similar circumstances
by such other corporations including, without limitation, workers’ compensation insurance.
(n) ERISA.
No ERISA Event has occurred that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a material adverse effect on the business, financial condition, operations or properties of
Performance Guarantor and ERISA Affiliates taken as a whole. Any excess of the accumulated benefit obligations under one or more Pension
Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) over the fair market value of the assets
of such Pension Plan or Pension Plans is in an amount that could not reasonably be expected, individually or in the aggregate, to result
in a material adverse effect on the business, financial condition, operations or properties of Performance Guarantor and ERISA Affiliates
taken as a whole.
(o) Sanctioned
Persons. None of the Servicer, any Subsidiary thereof or, to the knowledge of the Servicer, any of their respective directors, officers,
agents or employees, is a Sanctioned Person.
(p) Compliance
with Laws and Agreements. The Servicer is in compliance with all Laws, regulations and orders of any Official Body applicable to it or
its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in a material adverse effect on its financial condition or
results of operations.
(q) Securitization.
The facility established by this Agreement and the other Transaction Documents constitutes a “Securitization” and the Seller
constitutes a “Securitization Entity”, in each case, as defined in the Credit Agreement.
ARTICLE VI.
CONDITIONS OF PURCHASES
Section 6.1 Conditions
Precedent to Initial Incremental Purchase; Closing Date. The conditions precedent to the initial Incremental Purchase of a Receivable
Interest under the Original Agreement were satisfied on the date on which all of the conditions precedent set forth in Section 6.1
of the Original Agreement were satisfied or waived by the Administrator and each Purchaser Agent. This Agreement shall become effective
on the date hereof (the “Closing Date”), subject to the conditions precedent that (a) the Administrator and each
Purchaser Agent shall have received on or before the date of such Purchase those documents listed on Schedule A and (b) the
Administrator and each Purchaser Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms
of this Agreement and the Fee Letter.
Section 6.2 Conditions
Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further
conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the
Administrator and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the
Administrator and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the
Administrator’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Administrator and each
Purchaser Agent at least one (1) Business Day prior to such Purchase an interim settlement report in substantially the form of Exhibit XI;
(b) the Administrator and each Purchaser Agent shall have received such other documents as it may reasonably request and
(c) on each Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase
or Collection Account, unless (i) the Administrator (which shall promptly forward a copy to each Purchaser Agent) shall have
received, at least ten (10) days before the proposed effective date therefor, (A) written notice of such addition,
termination or change and (B) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an
executed Collection Account Agreement (which is reasonably satisfactory to the Administrator) with respect to the new Collection
Account or Lock-Box, (ii) with respect to the termination of a Collection Bank or a Collection Account or Lock-Box, the
Administrator shall have consented thereto (which consent shall not be unreasonably withheld and will be provided or withheld within
10 days of request) and (iii) with respect to any changes in instructions to Obligors regarding payments, the Administrator
shall have consented thereto; provided that the Servicer may make changes in instructions to Obligors regarding
payments if such new instructions require such Obligor to make payments to another existing Lock-Box or Collection
Account.
(h) Use
of Proceeds. Seller will not use the proceeds of the Purchases for any purpose other than (i) paying for Receivables and Related
Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated
Notes (as defined in the Receivables Sale Agreement) to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) making
Demand Advances to ABDC at any time prior to the Final Facility Termination Date while it is acting as Servicer and no Amortization Event
or Unmatured Amortization Event exists and is continuing, (iii) paying its ordinary and necessary operating expenses
when and as due, and (iviii)
making Restricted Junior Payments to the extent permitted under this Agreement.
(i) Termination
Date Determination. Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written
notice to any Originator in respect thereof, without the prior written consent of the Administrator and each Purchaser Agent, except with
respect to the occurrence of such Termination Date arising pursuant to Section 5.1(e) of the Receivables Sale Agreement.
(j) Restricted
Junior Payments. Seller will not make any Restricted Junior Payment if after giving effect thereto, Seller’s Net Worth (as defined
in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).
(k) Seller
Indebtedness. Seller will not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the Aggregate
Unpaids, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of business and
not overdue.
(l) Prohibition
on Additional Negative Pledges. The Seller shall not enter into or assume any agreement (other than this Agreement and the other Transaction
Documents) prohibiting the creation or assumption of any Lien upon the Purchased Assets except as contemplated by the Transaction Documents,
or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and the Seller shall
not enter into or assume any agreement creating any Lien upon the Subordinated Notes.
(m) Sanctions.
The Seller shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for the purpose of financing,
the activities or
(iii) Defaults
Under Other Agreements. For the Servicer, the occurrence of a default or an event of default in respect of a financing arrangement
for an aggregate principal amount exceeding $100,000,000. For the Seller, the occurrence of a default or an event of default in respect
of a financing arrangement for an aggregate principal amount exceeding $11,625.
(iv) Notices
under Receivables Sale Agreement. Copies of all notices to be delivered under the Receivables Sale Agreement.
(s) Rebate
Reserves. Servicer shall determine the Rebate Reserve in accordance with the definition thereof and in a manner consistent with its
practice in effect on the date hereof and report the Rebate Reserve in each Settlement Report.
(t) Accounting
Certificate. The Servicer shall deliver, or cause to be delivered, the certificate described in Section 5.3(k).
(u) Financial
Statements. In the event that the balance sheet and/or the statements of income and cash flow (as described in Section 5.3(k))
of AmerisourceBergenCencora
and its Consolidated Subsidiaries are no longer publicly available, AmerisourceBergenCencora
shall, within 90 or 120 days of the end of the applicable quarter or Fiscal Year, respectively, provide copies of such balance sheet and/or
statements of income and cash flow to the Administrator (which shall promptly forward a copy to each Purchaser Agent).
(v) Policies
and Procedures. The Servicer has instituted, and will continue to maintain and enforce, policies and procedures designed to ensure
compliance by the Servicer, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws
and Sanctions.
Section 7.4 Negative
Covenants of the Servicer. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and the Agreement terminates
in accordance with its terms, the Servicer hereby covenants, as to itself, that it will not:
(a) No
Rescissions or Modifications. Rescind or cancel any Receivable or related Contract or modify any terms or provisions thereof or grant
any Dilution to an Obligor, except in accordance with the Applicable Originator’s Credit and Collection Policy or otherwise with
the prior written consent of the Administrator and the Required Purchaser Agents, unless such Receivable has been deemed collected pursuant
to Section 1.4(a) or repurchased pursuant to the Receivables Sale Agreement.
(b) No
Liens. Cause any of the applicable Receivables or related Contracts, or any inventory or goods the sale of which may give rise
to a Receivable or any Collection Account or any right to receive any payments received therein or deposited thereto, to be sold,
pledged, assigned or transferred or to be subject to a Lien, other than (i) the sale and assignment of the Receivable Interest
to the Administrator, for the benefit of Secured Parties, (ii) the Liens created in connection with the transactions
contemplated by this Agreement or (iii) Liens in respect of a Receivable which has been deemed collected pursuant to Section 1.4(a) or
repurchased pursuant to the Receivables Sale Agreement, and for which payment has been received.
at any time after the occurrence of
an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after
the occurrence of an Amortization Event, to take such action as shall be reasonably necessary or desirable to cause all cash, checks
and other instruments constituting Collections of Receivables to come into the possession of the Administrator rather than
Seller.
Section 8.4 Responsibilities
of Seller. Anything herein to the contrary notwithstanding, the exercise by the Administrator, on behalf of Secured Parties, of the
Administrator’s rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations
with respect to any Receivables or under the related Contracts. The Administrator, each Purchaser Agent and each Purchaser shall have
no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations
of Seller or any Originator thereunder.
Section 8.5 Settlement
Reports. .
(a) The
Servicer shall prepare and forward to the Administrator (with an electronic copy to each Purchaser Agent) (i) on each Settlement
Reporting Date, a Settlement Report (certified by an Authorized Officer of the Servicer) and an electronic file of the data contained
therein and (ii) at such times as the Administrator or any Purchaser Agent shall request, a listing by Obligor of all Receivables
together with an aging of such Receivables; provided that, (i) if an Amortization Event or Unmatured Amortization Event
has occurred and is continuing, the Administrator or any Purchaser Agent may request that the Servicer deliver a Settlement Report more
frequently than monthly, but no more frequently than weekly, and (ii) if ABDCCencora
fails to have debt ratings at or above BBB- by Standard & Poor’s, Baa3 by Moody’s or BBB- by Fitch, the Servicer
shall, until such time as ABDCCencora
has debt ratings at or above BBB- by Standard & Poor’s, Baa3 by Moody’s and BBB- by Fitch or as otherwise consented
to in writing by the Administrator and the Required Purchaser Agents, deliver a Settlement Report weekly.
(b) Upon
the request of the Administrator or any Purchaser Agent (but not more frequently than every quarter), the Servicer shall provide in writing
to the Administrator (which shall promptly forward a copy to each Purchaser Agent) the list of Obligors under Contracts related to the
Receivables including, for each Obligor added to the list, the name, address, telephone number and account number of such Obligor and
if there have been changes in the name, address, telephone number or account number of any existing Obligor, the revisions shall be provided.
Section 8.6 Servicing
FeeServicing Fee. As compensation
for the Servicer’s servicing activities on their behalf, the Servicer shall be paid the Servicing Fee in arrears on each Settlement
Date out of Collections.
ARTICLE IX.
AMORTIZATION EVENTS
Section 9.1 Amortization
EventsAmortization Events. The
occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) the
Seller or the Servicer shall fail to remit or fail to cause to be remitted to the Administrator, any Purchaser Agent or any Purchaser
on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or any portion thereof, or interest or
fees set forth in any Fee Letter and required to be remitted to the Administrator, any Purchaser Agent or any Purchaser on such day, and
with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after the date on which
such interest or fees becomes due; or
(b) the
Seller or the Servicer shall fail to deposit, or pay or fail to cause to be deposited or paid when due any other amount due hereunder
or shall fail to deliver any Settlement Report and such failure shall continue for two (2) Business Days after the date when such
amount or Settlement Report became due; or
(c) any
representation, warranty, certification or statement made by the Seller, the Servicer or any Originator under this Agreement or any other
Transaction Document or in any agreement, certificate, report, appendix, schedule or document furnished by the Seller, the Servicer or
any Originator to the Administrator, any Purchaser Agent or any Purchaser pursuant to or in connection with this Agreement or any other
Transaction Document shall prove to have been false or misleading in any respect material to this Agreement or any other Transaction Document
or the transactions contemplated hereby or thereby as of the time made or deemed made (including by omission of material information necessary
to make such representation, warranty, certification or statement not misleading) and which continues to be false or misleading in any
material respect for a period of ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer
becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(d) a
Change of Control shall occur with respect to the Performance Guarantor; or
(e) except
as otherwise provided in this Section 9.1, the Seller, the Servicer or any Originator shall default or fail in the performance
or observance of any other covenant, agreement or duty applicable to it contained herein and such default or failure shall continue for
ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice
thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(f) the
Seller shall fail to pay any Indebtedness when due and such failure shall continue beyond the applicable grace period, if any, specified
in the agreement or instrument relating to such Indebtedness; or AmerisourceBergenCencora
or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to pay any Indebtedness in excess of $150,000,000
of AmerisourceBergenCencora
or any of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement
or instrument relating to any such Indebtedness or any other event, shall occur and shall continue after the applicable grace period,
if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration
of, the maturity of such Indebtedness; or a final court decision of $150,000,000 or more shall be rendered against AmerisourceBergenCencora
or any of its Consolidated Subsidiaries and (i) such amount remains unpaid and (ii) AmerisourceBergenCencora
or the relevant Consolidated Subsidiary does not, in good faith, contest such decision within the relevant statutory period; or
(g) the
average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 1.00%; or the average of the
Dilution Ratios, computed for each of the immediately preceding three months, shall exceed 5.75%; or the average of the Delinquency Ratios,
computed for each of the immediately preceding three months, shall exceed 3.50%; or the Days Sales Outstanding for any month shall exceed
40 days; or
(h) (i) a
Collection Bank shall default or fail in the performance or observance of any agreement or duty applicable to it in respect of any Collection
Account, and (A) the Servicer has not notified the Administrator (which shall promptly forward a copy to each Purchaser Agent), within
two (2) Business Days after becoming aware of such continuing default or failure, of the action it intends to take to cure such default
or failure or (B) if so requested by the Administrator, any Purchaser Agent or any Purchaser, the Seller has not established, within
fifteen (15) Business Days of such default or failure, another Collection Account with a Collection Bank agreed upon by the Seller and
the Administrator, or (ii) the Seller or the Servicer shall default or fail in the performance or observance of any covenant, agreement
or duty set forth in Sections 8.2 or 8.3 hereof which is within the control of the Seller or the Servicer, as the case may
be, and such default or failure shall continue for two (2) Business Days after notice thereof; or
(i) there
shall be pending any litigation, investigation or proceeding, which the Seller or the Servicer is required to disclose pursuant to Section 7.1(i) or
Section 7.3(m), respectively, hereof, which in the reasonable opinion of the Administrator, any Purchaser Agent or any Purchaser
is likely to materially adversely affect the financial position or results of operations of the Seller or the Servicer or impair the ability
of the Seller or the Servicer to perform its respective obligations under this Agreement; or
(j) there
shall have occurred any event which could have a material adverse effect on (i) the ability of any Seller Party, any Originator or
the Performance Guarantor to perform its obligations under any Transaction Document, (ii) the legality, validity or enforceability
of any Transaction Document, (iii) the Administrator’s security interest in the Receivables generally or in any significant
portion of the Receivables or the proceeds thereof, or (iv) the collectibility of the Receivables generally or of any material portion
of the Receivables; or
(k) an
Event of Bankruptcy shall occur with respect to the Seller, the Servicer, any Originator or the Performance Guarantor; or
(l) the
Aggregate Invested Amount shall exceed the Purchase Limit; or
(m) the
Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the
Required Reserve; or
(n) ABDC
is replaced as Servicer pursuant to Section 8.1(a) or otherwise resigns as Servicer; or
(o) AmerisourceBergenCencora
shall default or fail in the performance or observance of the covenant set forth in Section 6.05 of
the Credit Agreement; or as
in effect on the Twentieth Amendment Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof,
other than any amendment, restatement, waiver or supplement to the Credit Agreement that at the time of the effectiveness thereof, (i) the
Required Purchaser Agents (or Affiliates thereof) and the Administrator (or an Affiliate thereof) were parties to the Credit Agreement,
(ii) the Required Purchaser Agents (or Affiliates thereof) and the Administrator (or an Affiliate thereof) consented in writing to
such amendment, restatement, waiver or supplement under the Credit Agreement and (iii) such amendment, restatement, waiver or supplement
was consummated in accordance with the terms of the Credit Agreement; or
(p) a
final court decision for $11,625 or more shall be rendered against the Seller; or
(q) ABDC
shall cease to own 100% of the capital stock of the Seller or the Performance Guarantor shall cease to own (directly or indirectly) 100%
of the capital stock of each Originator; or
(r) ABDC
shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially
all of its assets to any other Person unless ABDC is the survivor of such transaction; or
(s) (i) definition
of “Loan Parties,” “Securitization,” or “Securitization Entity” contained in the Credit Agreement
is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents; (ii) Section 6.01(a),
6.02(e) or 6.05 of the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and
the Required Purchaser Agents[reserved]; (ii) [reserved];
or (iii) any other provision of (including by the addition of a provision) the Credit Agreement
is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents in any way which
could reasonably be expected to materially and adversely impair the
interests of the Administrator, any Purchaser Agent or any Purchaser in the Receivables, Related Security or Collections or could result
in the creation of a Lien thereof; or
(t) the
Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance Undertaking;
or
(u) the
“Termination Date” or any “Termination Event” under and as defined in the Receivables
Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to
have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement;
or
(v) this
Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally
valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness,
validity, binding nature or enforceability, or the Administrator (for the benefit of Secured Parties) shall cease to have a valid and
perfected first priority security interest in the Purchased Assets; or
(w) the
Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor,
or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability
of its obligations thereunder; or
(x) the
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of
the Purchased Assets or any assets of the Seller, Performance Guarantor or any Affiliate and such lien shall not have been released within
seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 or Section 303(k) of
ERISA with regard to any of the Purchased Assets; or
(y) an
ERISA Event shall have occurred that, in the opinion of the Required Purchaser Agents, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in a material adverse effect on the business, financial condition, operations
or properties of the Performance Guarantor and ERISA Affiliates taken as a whole.
Section 9.2 RemediesRemedies.
Upon the occurrence and during the continuation of an Amortization Event, the Administrator may, or upon the direction of anythe
Required Purchaser AgentAgents
shall, take any of the following actions: (i) replace the Person then acting as Servicer (ii) declare the Facility Termination
Date for all Purchaser Groups to have occurred, whereupon Reinvestments shall immediately terminate and the Final Facility Termination
Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each
Seller Party; provided that, upon the occurrence of an Event of Bankruptcy with respect to any Seller Party, the Facility
Termination Date for all Purchaser Groups shall automatically occur, without demand, protest or any notice of any kind, all of which are
hereby expressly waived by each Seller Party, (iii) deliver the Collection Notices to the Collection Banks, (iv) exercise all
rights and remedies of a secured party upon default under the UCC and other applicable laws, and (v) notify Obligors of the Administrator’s
security interest in the Receivables and other Purchased Assets. The aforementioned rights and remedies shall be without limitation, and
shall be in addition to all other rights and remedies of the Administrator, each Purchaser Agent and each Purchaser otherwise available
under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved,
including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.
ARTICLE X.
INDEMNIFICATION
Section 10.1 Indemnities by the
Seller Parties. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser or any Funding
Source may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the
Administrator, each Purchaser Agent, each Purchaser, each Funding Source and each of the respective assigns, officers, directors,
members, partners, certificateholders, Administrators order to evidence the assignee’s right, title and interest in such
interest in the Receivable Interests and to enable the assignee to exercise or enforce any rights of such Uncommitted Purchaser
hereunder. Upon the assignment of any portion of its interest in the Receivable Interests, the assignee shall have all of the rights
hereunder with respect to such interest (except that the CP Costs therefor shall thereafter accrue at the rate, determined with
respect to the assigning Conduit Purchaser, if applicable, unless the Seller, the related Purchaser Agent and the assignee shall
have agreed upon a different CP Costs).
(f) Opinions
of Counsel. If required by the Administrator or the applicable Purchaser Agent or to maintain the ratings of any Conduit Purchaser,
each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such
Purchaser Agent may reasonably request.
ARTICLE XIII.
MISCELLANEOUS
Section 13.1
Waivers and Amendments..
(a) No
failure or delay on the part of the Administrator, any Purchaser Agent or any Purchaser in exercising any power, right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude
any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the
specific instance and for the specific purpose for which given.
(b) Except
as otherwise expressly set forth in this Agreement (including Section 4.1(b) and Section 4.6), no provision
of any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this
Section 13.1(b). Seller and the Administrator, with the consent of the Required Purchaser Agents, may enter into written modifications
or waivers of any provisions of any Transaction Document; provided that, no such modification or waiver shall:
(i) without
the consent of each Purchaser affected thereby, (A) extend the Facility Termination Date for the related Purchaser Group or the date
of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or
any CP Costs (or any component of Yield or CP Costs), (C) change any fee payable to such Purchaser, (D) change the Invested
Amount of any Receivable Interest, (E) amend, modify or waive any provision of the definition of Required Purchaser Agents,
Section 1.7, Section 2.2, Section 2.3, Section 9.1, Section 12.1(d),
Section 12.1(e), this Section 13.1(b), Section 13.5, Section 13.6(b) or Section 13.13,
(F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change
the definition of “Available Commitment,” “Commitment,” “Dilution Reserve,” “Eligible Receivable,”
“Government Receivable Excess,” “Liquidity Agreement”, “Loss Reserve,” “Obligor Concentration
Limit,” “Yield Reserve,” “Purchase Limit,” “Purchase Price,” “Rebate Reserve,” “Required
Reserve,” “Required Reserve Factor Floor” “Servicing Fee Rate,” or “Servicing Reserve” or
(H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through
(G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without
the written consent of the Administrator and each Purchaser Agent, amend, modify or waive any provision of any Transaction Document if
the effect thereof is to affect the rights (including, without limitation, fees and indemnities) or duties of such Administrator or Purchaser
Agent,;
(iii) subordinate
the Administrator’s Liens on the Purchased Assets or subordinate the rights of payment under Sections 2.2 and 2.3 without the written
consent of each Purchaser;
(iv) release
all or a material portion of the Purchased Assets from the Administrator’s security interest created hereunder; or
(v) release
the Performance Guarantor from any of its obligations under the Performance Undertaking or terminate the Performance Undertaking,
and any material amendment, waiver or other modification of this
Agreement shall require satisfaction of the Rating Agency Condition.
Section 13.2
NoticesNotices.
Except as provided in this Section 13.2, all communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person
may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be
effective (i) if given by telecopy, upon the receipt thereof, (ii) if sent via U.S. certified or registered mail, three (3) Business
Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means,
when received at the address specified in this Section 13.2. Seller hereby authorizes the Administrator and each Purchaser
Agent to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person whom such Administrator
or Purchaser Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to such Administrator or
Purchaser Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided that,
the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken
by the Administrator or any Purchaser Agent, the records of such Administrator or Purchaser Agent shall govern absent manifest error.
Section 13.3
Protection of Administrator’s Security Interest..
(a) Seller
agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions,
that may be necessary or desirable, or that the Administrator or any Purchaser Agent may request, to perfect, protect or
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers
or attorneys-in-fact as of the date hereof.
|
AMERISOURCE RECEIVABLES FINANCIAL
CORPORATION, as Seller |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
Address: |
Amerisource Receivables Financial Corporation P. O. Box 8985 Wilmington, DE 19899 |
| Attention: | Jack QuinnBennett Murphy |
| Telephone: | (610)
727-7453 |
| Facsimile: | (610) 727-3639 |
|
AMERISOURCEBERGEN DRUG CORPORATION,
as Servicer |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
| Address: | AmerisourceBergen Drug Corporation
1 West First Avenue
Conshohocken, PA 19428 |
| Attention: | Jack QuinnBennett Murphy |
| Telephone: | (610)
727-7116 |
| Facsimile: | (610) 727-3639 |
Amended and Restated
Receivables Purchase Agreement
(ARFC)
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Purchaser Agent and Related Committed Purchaser for Wells Fargo Bank, National Association |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
| Address: | 1100 Abernathy Road
Suite 1600
Atlanta, GA 30328 |
|
E-mail: |
WFCFReceivablesSecuritizationAtlanta@wellsfargo.com |
|
Facsimile: |
866-972-3558 |
|
|
|
Attention: |
Ryan Tozier |
|
Telephone: |
770-508-2171 |
|
Facsimile: |
855-818-1936 |
|
|
|
Attention: |
Tim Brazeau |
|
Telephone: |
770-508-2165 |
|
Facsimile: |
855-818-1932 |
|
Commitment: |
$275,000,000270,000,000 |
|
|
Amended and Restated
Receivables Purchase Agreement
(ARFC) |
|
LIBERTY STREET FUNDING LLC, as an
Uncommitted Purchaser |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
|
|
Address: |
|
|
|
Liberty Street Funding LLC c/o
Global Securitization Services, LLC 114 West 47th Street, Suite 2310 New York, New York 10036 Attention: Jill A.
Russo Telephone No.: (212) 295-2742 Facsimile No.: (212) 302-8767 |
|
|
|
THE BANK OF NOVA SCOTIA, as Purchaser
Agent and Related Committed Purchaser for Liberty Street Funding LLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
|
|
Address: |
|
|
|
The Bank of Nova Scotia |
|
One Liberty Plaza250 Vesey
Street |
|
New York, New York 1000610281 |
|
Attention: Darren WardGig
Morris |
|
Telephone No.: (212) 225-5264 |
|
Facsimile No.:
(212) 225 52745184 |
|
|
|
Commitment:
$275,000,000270,000,000 |
Amended and Restated
Receivables Purchase Agreement
(ARFC)
|
PNC BANK, NATIONAL ASSOCIATION, as
Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
|
|
|
PNC Bank, National Association
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, PA 15222-2707 |
|
Attention: |
Brian
Stanley |
|
Telephone: |
(412) 768-3090 |
|
Facsimile: |
(412) 762-9184 |
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|
|
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Commitment: |
$110,000,000105,000,000 |
Amended and Restated
Receivables Purchase Agreement
(ARFC)
|
MUFG BANK, LTD., as Related Committed
Purchaser for Victory Receivables Corporation |
|
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By: |
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Name: |
|
Title: |
|
Address for notice: MUFG Bank, Ltd.
1221 Avenue of the Americas New York, NY 10020 |
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Attention: |
Securitization Group |
|
Telephone: |
(212) 405-6970 |
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Telecopier: |
(212) 782-6448 |
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E-mail: |
securitization_reporting@us.mufg.jp |
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|
|
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Commitment:
$280,000,000MIZUHO BANK, LTD., as Purchaser Agent, Uncommitted Purchaser and
Related Committed Purchaser
|
|
|
|
By:__________________________________________
Name:
Title:
Address for notice:
Mizuho Bank, Ltd.
1251 Avenue of the Americas
New York, NY 10020
Attention: Corporate Finance Division
Commitment: $275,000,000
|
Amended and Restated
Receivables Purchase Agreement
(ARFC)
|
THE TORONTO-DOMINION BANK, as Purchaser
Agent and Related Committed Purchaser for Reliant Trust and GTA Funding LLC |
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By: |
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Name: |
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Title: |
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Address
for notice: c/o TD Securities Inc. TD North Tower 25th floor 77 King St. West, Toronto ON, M5K 2A1 |
|
Attention: |
ASG Asset Securitization |
|
E-mail: |
asgoperations@tdsecurities.com |
|
|
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Commitment: |
$235,000,000230,000,000 |
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U.S. BANK NATIONAL ASSOCIATION, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser |
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By: |
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Name: |
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Title: |
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Address for notice: |
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U.S.
Bank National Association 214 N. Tryon St Charlotte, NC 28202 Attn: Jeff Fricano Telephone: (704) 335-7811 Email:
jeff.fricano@usbank.com |
|
|
|
Commitment: $150,000,000 |
Amended and Restated
Receivables Purchase Agreement
(ARFC)
| TRUIST
BANK, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser |
| |
| By: |
| |
Name: |
| |
Title: |
| |
|
| Address
for notice: |
| |
| Truist
Bank
303 Peachtree Street, 25th Floor
MC: GA-ATL-7662
Atlanta, GA 30308
Attn: Karen Weich
Telephone: (404) 813-9293
Facsimile: (801) 453-4108
Email: agency.services@Truist.com |
| |
| Commitment:
$150,000,000 |
| |
| ACKNOWLEDGED AND AGREED: |
| |
| AMERISOURCEBERGEN
CORPORATIONCENCORA, INC., as Performance Guarantor |
| |
| By: |
|
| |
Name: |
| |
Title: |
Amended and Restated
Receivables Purchase Agreement
(ARFC)
direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.
“Aggregate
Invested Amount” means, on any date of determination, the aggregate Invested Amount of all Receivable Interests of
all Purchasers outstanding on such date.
“Aggregate
Reduction” has the meaning specified in Section 1.3.
“Aggregate
Unpaids” means, at any time, an amount equal to the sum of (i) the Aggregate Invested Amount, plus (ii) all
Recourse Obligations (whether due or accrued) at such time.
“Agreement”
means this Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.
“Alternate
Base Rate” means, for any day for any Purchaser (a) the rate per annum equal to (i) two percent
(2.00%) above Adjusted Daily One Month Term SOFR or (ii) if Adjusted Daily One Month Term SOFR is not available in accordance with
Section 4.4 or 4.6, the greater of (x) the Prime Rate and (y) one-half of one percent (0.50%) above the Federal
Funds Effective Rate or (b) any other rate designated as the “Alternate Base Rate” for such Purchaser in an Assumption
Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party (as a Purchaser) to the Agreement, or any other written
agreement among such Purchaser to the Seller, the Servicer, the related Purchaser Agent and the Administrator from time to time. For purposes
of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Effective Rate shall be effective on
the date of each such change.
“AmerisourceBergen”
shall mean AmerisourceBergen Corporation, a Delaware corporation.
“Amortization
Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2
are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to any Seller
Party, (iii) the Business Day specified in a written notice from the Administrator following the occurrence of any other Amortization
Event, and (iv) the date which is 30 days after the Administrator’s receipt of written notice from Seller that it wishes to
terminate the facility evidenced by this Agreement.
“Amortization
Event” has the meaning specified in Article IX.
“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules and regulations
of any jurisdiction applicable to the Seller, the Servicer and their Subsidiaries concerning or relating to bribery, money laundering
or corruption.
“Applicable
Originator” shall mean the Originator which generated a specific Receivable (or Receivables).
“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the
Interest from investing the portion of such Invested Amount not so
allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant
Purchaser or Purchasers agree to pay to Seller the amount of such excess (net of any amounts due to such Purchasers). All Broken Funding
Costs shall be due and payable hereunder upon written demand.
“Business
Day” means any day on which banks are not authorized or required to close in New York, New York, Philadelphia, Pennsylvania
or Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to
any computation or payment to be made with respect to SOFR, any U.S. Government Securities Business Day.
“Calculation
Period” means a calendar month.
“Capitalized
Lease” of a Person shall mean any lease of property by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.
“Cencora”
shall mean Cencora, Inc., a Delaware corporation, formerly known as
AmerisourceBergen Corporation.
“Certification
of Beneficial Owner(s)” means a certification regarding beneficial ownership of the Seller as required by the Beneficial
Ownership Rule.
“Change
of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder), of Equity Interests (as defined in the Receivables Sale Agreement) representing more than 35% of either the aggregate ordinary
voting power or the aggregate equity value represented by the issued and outstanding Equity Interests of the Performance Guarantor, (b) the
occupation of a majority of the seats (other than vacant seats) on the board of directors of the Performance Guarantor by Persons who
were not (i) directors of the Performance Guarantor on September 18, 2019, (ii) nominated by the board of directors of
the Performance Guarantor, (iii) appointed by directors referred to in the preceding clauses (i) and (ii), or
(iv) approved by the board of directors of the Performance Guarantor as director candidates prior to their election to such board
of directors or (c) the occurrence of a “Change in Control” under and as defined in the Credit Agreement.
“Closing
Date” has the meaning set forth in Section 6.1.
“Collection
Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections
are collected or deposited and which is listed on Exhibit I to the Account Disclosure Letter.
“Collection
Account Agreement” means an agreement substantially in the form of Exhibit V among Servicer, Seller,
the Administrator and a Collection Bank and, if applicable, an Originator.
SOFR or (b) if either (i) Daily One Month Term SOFR is not
available in accordance with Section 4.4 or 4.6 or (ii) Purchasers whose Commitments aggregate more than 50% of
the aggregate of the Commitments of all Purchasers are then funding Receivable Interests at the Alternate Base Rate, in either case, the
Alternate Base Rate.
“Credit
Agreement” shall mean the Amended and Restated Credit Agreement, dated as of October 276,
20222023, among AmerisourceBergenCencora,
the borrowing subsidiaries party thereto, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and the other
parties thereto (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof).
“Credit
and Collection Policy” means, as applicable, each of the Servicer’s or the Applicable Originator’s credit
and collection policies and practices relating to Contracts and Receivables existing on the date hereof and provided to the Administrator
and each Purchaser Agent, as modified from time to time in accordance with this Agreement.
“Credit
Memo Lag Time” means, with respect to any Receivable, the greater of (a) 30 and (b) the weighted average
of the credit memo lag times in days between the date of invoice of such Receivable and the date of issuance of a credit memo with respect
to such Receivable (weighted based on the amount of such credit memo when issued), as determined by the Servicer based upon the results
of the most recent agreed upon procedures audit or as otherwise agreed in writing among the Servicer, the Administrator and each Purchaser
Agent, such Credit Memo Lag Time to be recalculated by the Servicer upon each subsequent agreed upon procedures audit and effective with
the first Settlement Reporting Date following such recalculation (with the Credit Memo Lag Time as so recalculated remaining in effect
until the next Credit Memo Lag Time recalculation).
“Cut-Off
Date” means the last day of a Calculation Period.
“Daily
One Month Term SOFR” means, for any day during an Interest Period, the Term SOFR Reference Rate for a tenor of one-month
on such day, or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business
Day (such day, the “Daily One Month Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator;
provided, however, that if as of 5:00 p.m. (New York City time) on any Daily One Month Term SOFR Determination Day the Term
SOFR Reference Rate for one month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect
to the Term SOFR Reference Rate has not occurred, then Daily One Month Term SOFR will be the Term SOFR Reference Rate for one month as
published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference
Rate for one month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day
is not more than three (3) U.S. Government Securities Business Days prior to such Daily One Month Term SOFR Determination Day.
“Daily
One Month Term SOFR Determination Day” has the meaning specified in the definition of “Daily One Month Term
SOFR”.
“Delinquent
Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 61-120 days from the
original due date for such payment (determined without regard to any extension of the due date pursuant to Section 8.2(d)).
The Outstanding Balance of any Delinquent Receivable shall be determined without regard to any credit memos or credit balances.
“Demand Advance”
means any advance made by Seller to ABDC at any time while it is acting as the Servicer, which advance (a) is payable upon demand,
(b) is not evidenced by an instrument, chattel paper or a certificated security, (c) bears interest at a market rate determined
by Seller and the Servicer from time to time, (d) is not subordinated to any other Indebtedness or obligation of the Servicer, and
(e) may not be offset by ABDC against amounts due and owing from Seller to it under its Subordinated Note; provided that
no Demand Advance may be made after the Final Facility Termination Date or on any date prior to the Final Facility Termination Date on
which an Amortization Event or an Unmatured Amortization Event exists and is continuing.
“Dilution”
means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a).
“Dilution
Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), equal to the product of (a) the
ratio computed by dividing (i) the Credit Memo Lag Time as of such Cut-Off Date, by (ii) 30 and (b) the ratio computed
by dividing (i) the aggregate amount of receivables originated by the Originators during the most recent Calculation Period ending
on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.
“Dilution
Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total
amount of decreases in Outstanding Balances due to Dilutions during the Calculation Period ending on such Cut-Off Date, by (ii) the
aggregate sales generated by the Originators during the Calculation Period prior to the Calculation Period ending on such Cut-Off Date.
“Dilution
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of:
(a) the
sum of (i) 2.25 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution
Volatility Component as of the immediately preceding Cut-Off Date, times
(b) the
Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.
“Dilution
Volatility Component” means the product (expressed as a percentage) of (i) the difference between (a) the
highest Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator
of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated
in (i)(b) of this definition.
“Liquidity
Provider” means each bank or other financial institution that provides liquidity support to any Conduit Purchaser
pursuant to the terms of a Liquidity Agreement.
“Location”
shall mean, with respect to the Seller, any Originator or the Servicer, the place where the Seller, such Originator or
the Servicer, as the case may be, is “located” (within the meaning of Section 9-307, or any analogous provision, of the
UCC, in effect in the jurisdiction whose Law governs the perfection of the Administrator’s (for the benefit of the Secured Parties)
interests in any Purchased Assets).
“Lock-Box”
means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted
exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit I
to the Account Disclosure Letter.
“Loss
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.25, times (b) the
highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date,
times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.
“Mizuho” means
Mizuho Bank, Ltd., and its successors.
"Moody’s”
means Moody’s Investors Service, Inc.
“MUFG
Bank, Ltd.” means MUFG Bank, Ltd., in its individual capacity and its successors.
“Multiemployer
Plan” means a “multiemployer plan”, within the meaning of Section 4001 (a) (3) of ERISA,
to which Performance Guarantor or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.
“Net
Pool Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced
by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds
the Obligor Concentration Limit for such Obligor, (ii) the Rebate Reserve, (iii) the Government Receivable Excess and (iv) sales
tax, excise tax or other similar tax or charge, arising with respect to such Eligible Receivables in connection with their creation and
satisfaction.
“Non-Accordion
Purchase Limit” means the Purchase Limit without giving effect to any increases or decreases pursuant to Section 1.1(b) of
the Agreement.
“Obligor”
shall mean, for any Receivable, each and every Person who purchased goods or services on credit under a Contract and who
is obligated to make payments to an Originator or the Seller as assignee thereof pursuant to such Contract.
“Obligor
Concentration Limit” means, at any time, in relation to the aggregate Outstanding Balance of Eligible Receivables
owed by any single Obligor and its Affiliates (if any), the applicable concentration limit determined as follows for Obligors who have
short term
“Payment
Recipient” has the meaning set forth in Section 11.10.
“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.
“Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which Performance
Guarantor or any ERISA Affiliate of Performance Guarantor sponsors or maintains, or to which Performance Guarantor or any of its ERISA
Affiliates makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of
ERISA) has made contributions at any time during the immediately preceding five plan years.
“Performance
Guarantor” means AmerisourceBergenCencora.
“Performance
Undertaking” means that certain Performance Undertaking, dated as of July 10, 2003 by Performance Guarantor
in favor of Seller, as amended and restated on December 2, 2004, as further amended and restated on October 16, 2020, substantially
in the form of Exhibit IX, and as the same may be further amended, restated or otherwise modified from time to time.
“Person”
means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company,
trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
“PNC”
means PNC Bank, National Association, and its successors.
“Prime
Rate” means, for any day for any Purchaser, a rate per annum equal to the prime rate of interest announced from time
to time by the related Purchaser Agent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime
rate changes.
“Proposed
Reduction Date” has the meaning set forth in Section 1.3.
“Purchase”
means an Incremental Purchase or a Reinvestment.
“Purchase
Date” means each Business Day on which a Purchase is made hereunder.
“Purchase
Limit” means $1,450,000,000, as such amount may be increased or reduced pursuant to Section 1.1(b) or
(c) of the Agreement or otherwise in connection with any Exiting Purchaser or increase or decrease in the aggregate of the
Commitments of each Related Committed Purchaser. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase
Limit minus the then outstanding Aggregate Invested Amount.
“Purchase
Limit Decrease Notice” has the meaning set forth in Section 1.1(b).
“Purchase
Limit Increase Request” has the meaning set forth in Section 1.1(b).
“Purchase
Notice” has the meaning set forth in Section 1.2.
(i) all
of Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which
by an Originator gave rise to such Receivable, and all insurance contracts with respect thereto,
(ii) all
other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements
describing any collateral securing such Receivable,
(iii) all
guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing
payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,
(iv) all
service contracts and other contracts and agreements associated with such Receivable,
(v) all
Records related to such Receivable,
(vi) all
of Seller’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable and all of Seller’s
right, title and interest in, to and under the Performance Undertaking, and
(vii) all
of Seller’s right, title and interest in and to the Demand Advances, and
(viii) all
proceeds of any of the foregoing.
“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other
than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
“Required
Purchaser Agents” means, at any time, two or more Purchaser Agents representing Purchasers whose Commitments aggregate
more than 50% of the aggregate of the Commitments of all Purchasers; provided that the unused Commitment of any Defaulting Purchaser
shall be excluded for purposes of making a determination of “Required Purchaser Agents”.
“Required
Reserve” means, on any day during a Calculation Period, the product of (a) the sum of (i) the greater of
(1) the Required Reserve Factor Floor and (2) the sum of the Loss Reserve and the Dilution Reserve, (ii) the Yield Reserve
and (iii) the Servicing Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation
Period.
“Required
Reserve Factor Floor” means, for any Calculation Period, the sum (expressed as a percentage) of (a) 28.00% plus
(b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off
Date.
“Responsible
Officer” shall mean, with respect to the Seller, the Servicer, any Originator or the Performance Guarantor, the chief
executive officer, president, principal financial officer or treasurer of such Person and any other Person identified on the List of Responsible
Officers attached as Exhibit X hereto (as such list may be amended and supplemented from time to time) and agreed to by the
Administrator.
“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of
any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or
in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment
or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase,
retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined
in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding,
and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement
of actual management services performed).
“S&P”
means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.
“Sanctioned Country”
means, at any time, a country, territory or region that is itself the subject or target of any comprehensive Sanctions (at the time of
this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine,
Cuba, Iran, North Korea and Syria) at such time.
“Sanctioned
Person” means, at any time, any Person the subject or
target of any Sanctions, including (a) any Person listed in any Sanctions-related list of specially designated foreign nationals
or other persons maintained (i) by OFAC, the United States State Department or the United States Department of Commerce, (ii) by
the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or (iii) the Government
of Canada or any of its departments or agencies, (b) any Person located, operating, organized or resident in a Sanctioned Country
(excluding any Person who has a current general or specific license granted by an Official Body administering any Sanctions) or (c) any
Person 50% or more owned or controlled by one or more Persons referenced
in clause (a) or (b).
“Sanctions”
means economic or financial sanctions laws or regulations or,
trade embargoes or similar restrictions, in each case imposed, administered
or enforced from time to time (a) by the United States government, including those administered by OFAC, the United States State
Department or the United States Department of Commerce, (b) by the United Nations Security Council, the European Union or His Majesty’s
Treasury of the United Kingdom or (c) the Government of Canada or any of its departments or agencies.
“Scheduled
Facility Termination Date” means, for any Group Commitment, October 21, 20252026
or with respect to any Purchaser Group party to an Assumption Agreement or Transfer Supplement, such other date, if any, set forth in
the applicable Assumption Agreement or Transfer Supplement.
“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight
financing rate).
“SOFR
Spread” means 0.10% per annum.
“Specified
Obligor” means the Obligor specified in the Side Letter.
“Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which
shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.
“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term
SOFR Reference Rate selected by the Administrator in its reasonable discretion).
“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Thirteenth
Amendment Date” means October 31, 2018.
“Transaction
Documents” means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection
Account Agreement, the Performance Undertaking, the Fee Letters, the Side Letter, each Subordinated Note (as defined in the Receivables
Sale Agreement), the Extended Term Disclosure Letter, the Account Disclosure Letter and all other instruments, documents and agreements
executed and delivered in connection herewith by any of the Seller Parties.
“Transactions” means
the execution, delivery and performance by the Seller, the Servicer, the Performance Guarantor and each Originator of the Transaction
Documents to which it is to be a party, the making of Purchases hereunder, the purchase and sale of Receivables under the Purchase and
Sale Agreement, the use of the proceeds thereof and the other transactions contemplated hereby and by the other Transaction Documents.
“Transfer
Supplement” has the meaning set forth in Section 12.1(c).
“Twentieth
Amendment Date” means April 17, 2024.
“U.S.
Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a
day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in United States government securities.
2. The
[Servicer, on behalf of the] Seller hereby requests that the Purchasers make a Purchase on ____________, 20__ (the “Purchase
Date”) as follows:
| (a) | Purchase Price: |
$ |
_____________ |
| (i) | Liberty Street Funding LLC’s Purchaser Group: |
$ |
|
| | |
|
|
| (ii) | PNC Bank, National Association’s Purchaser Group: |
$ |
|
| | |
|
|
| (iii) | Victory Receivables Corporation’s Purchaser Group: |
$ |
|
| (iv) | Wells Fargo Bank, National Association’s Purchaser Group: |
| (v) | MizuhoU.S.
Bank, Ltd.’s National
Association’s Purchaser Group: |
$ |
|
| | |
|
|
| (vi) | Truist
Bank’s Purchaser Group: |
$ |
|
| | |
|
|
| (vivii) | Reliant Trust’s/GTA Funding LLC’s Purchaser Group: |
$ |
|
1 For Purchases based on the Ratable Share.
| (Y) | Accordion Ratable Share2: |
| (i) | Liberty Street Funding LLC’s Purchaser Group: |
$ |
|
| (ii) | PNC Bank, National Association’s Purchaser Group: |
$ |
|
| (iii) | Victory Receivables Corporation’s Purchaser Group: |
$ |
|
| (iv) | Wells Fargo Bank, National Association’s Purchaser Group: |
$ |
|
| (v) | MizuhoU.S. Bank, Ltd.’s
National Association’s Purchaser Group: |
$ |
|
| (vi) | Truist
Bank’s Purchaser Group: |
$ |
|
| | |
|
|
| (vivii) | Reliant Trust’s/GTA Funding LLC’s Purchaser Group: |
$ |
|
| 3. | Please disburse the proceeds of
the Purchase as follows: |
[Apply
$________ to payment of Aggregate Unpaids due on the Purchase Date]. [Wire transfer $________ to the Facility Account.]
2 For Purchases based on the Accordion Ratable Share.
EXHIBIT IX
FORM OF SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING
THIS
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of October 16,
2020, is executed by AmerisourceBergen CorporationCencora, Inc.,
a Delaware corporation (the “Performance Guarantor”), in favor of Amerisource Receivables Financial Corporation,
a Delaware corporation (together with its successors and assigns, “Recipient”). This Undertaking amends and
restates that certain Amended and Restated Performance Undertaking, dated as of December 2, 2004, by the Performance Guarantor and
after the date hereof, all references in any Transaction Document to the Performance Undertaking shall be deemed references to this Undertaking.
RECITALS
1. AmerisourceBergen
Drug Corporation (“ABDC”) and ASD Specialty Healthcare, LLC (each of the foregoing, an “Originator”
and collectively, the “Originators”) and Recipient have entered into an Amended and Restated Receivables
Sale Agreement, dated as of October 16, 2020 (as amended, restated or otherwise modified from time to time, the “Sale
Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling and/or
contributing its right, title and interest in its accounts receivable to Recipient.
2. Performance
Guarantor owns one hundred percent (100%) of the capital stock of each Originator and Recipient, and each Originator, and accordingly,
Performance Guarantor has and is expected to continue to receive substantial direct and indirect benefits from its sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).
3. As
an inducement for Recipient to acquire the Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor
has agreed to guaranty the due and punctual performance by each Originator of its obligations under the Sale Agreement, as well as the
Servicing Related Obligations (as hereinafter defined).
4. Performance
Guarantor wishes to guaranty the due and punctual performance by each Originator of its obligations to Recipient under or in respect of
the Sale Agreement and the Servicing Related Obligations (as hereinafter defined), as provided herein.
AGREEMENT
NOW,
THEREFORE, Performance Guarantor hereby agrees as follows:
Section 1. Definitions. Capitalized terms
used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Receivables Purchase
Agreement (as hereinafter defined). In addition:
“Guaranteed
Obligations” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed
and observed by each Originator under and
IN
WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above
written.
| AMERISOURCEBERGEN
CORPORATIONCENCORA, INC. |
| |
| By: |
|
| Name: |
|
| Title: |
|
| Address: | AmerisourceBergen
CorporationCencora, Inc. |
| Attention: |
| Telephone: |
| Facsimile: |
| (iii) | Victory Receivables Corporation’s Purchaser Group: |
$ |
|
| (iv) | Wells Fargo Bank, National Association’s Purchaser Group: |
| (v) | MizuhoU.S.
Bank, Ltd.’s National
Association’s Purchaser Group: |
$ |
|
| (vi) | Truist
Bank’s Purchaser Group: |
$ |
|
| | |
|
| (vivii) | Reliant
Trust’s/GTA Funding LLC’s Purchaser Group: |
$ |
|
| (X) | Accordion Ratable Share5: |
| (i) | Liberty Street Funding LLC’s Purchaser Group: |
$ |
|
| (ii) | PNC Bank, National Association’s Purchaser Group: |
$ |
|
| (iii) | Victory Receivables Corporation’s Purchaser Group: |
$ |
|
| (iv) | Wells Fargo Bank, National Association’s Purchaser Group: |
$ |
|
| (v) | MizuhoU.S. Bank, Ltd.’s
National Association’s Purchaser Group: |
$ |
|
| (vi) | Truist
Bank’s Purchaser Group: |
$ |
|
| | |
|
| (vivii) | Reliant Trust’s/GTA Funding LLC’s Purchaser Group: |
$ |
|
5 For reductions based on the Accordion Ratable Share.
| (v) | MizuhoU.S. Bank, Ltd.’s
National Association: |
$ |
___________________________________ |
| (vi) | Truist Bank: |
$ |
______________ |
| | |
| (vivii) | Reliant Trust’s/GTA Funding LLC: |
$ |
|
Seller hereby represents and
warrants as of the date hereof, and as of the date of this increase, as follows:
(i) the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and
(ii) no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.
Each Purchaser Agent shall
notify the Seller and the Administrator in writing whether it consents to this increase request within ten (10) Business Days; provided
that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall be deemed to have refused
to consent to this increase request.
| (v) | MizuhoU.S. Bank, Ltd.’s
National Association: |
$ |
___________________________________ |
| (vi) | Truist Bank: |
$_ |
_____________ |
| | |
| (vivii) | Reliant Trust’s/GTA Funding LLC: |
$ |
|
Seller hereby represents and
warrants as of the date hereof, and as of the date of this decrease, as follows:
(i) the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and
(ii) no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.
(a) Group
Commitments
Purchaser Group |
Non-Accordion Group Commitment |
Accordion Group Commitment |
Group
Commitment |
Liberty Street Funding LLC |
$ |
$ |
|
PNC Bank, National Association |
$ |
$ |
|
Victory Receivables Corporation |
$ |
$ |
|
Wells Fargo Bank, National Association |
$ |
$ |
|
MizuhoU.S. Bank, Ltd.’s National Association |
$ |
$ |
|
Truist Bank |
$ |
$ |
|
Reliant Trust/GTA Funding LLC |
$ |
$ |
|
(b) Ratable
Share and Accordion Ratable Share of each Purchaser Group, expressed as a percentage:
Purchaser Group |
Ratable Share |
Accordion Ratable Share |
Liberty Street Funding LLC |
|
|
PNC Bank, National Association |
|
|
Victory Receivables Corporation |
|
|
Wells Fargo Bank, National Association |
|
|
MizuhoU.S. Bank, Ltd.’s National Association |
$ |
$ |
Truist Bank |
$ |
$ |
Reliant Trust/GTA Funding LLC |
|
|
EXECUTION
VERSION
Exhibit B to Omnibus Amendment, dated May 13April 17,
20212024
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
DATED AS OF October 16, 2020
among
AMERISOURCEBERGEN
DRUG CORPORATION and ASD SPECIALTY
HEALTHCARE, LLC,
as Originators,
and
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION,
as Buyer
(vi) holding
out either the assets or the creditworthiness of itself as being available for the payment of any liability of Buyer;
(vii) maintaining
an arm’s-length relationship with Buyer; and
(viii) not
transferring assets from itself to Buyer without fair consideration or with the intent to hinder, delay or defraud the creditors of either
itself or Buyer.
(s) Software.
Such Originator shall use its reasonable efforts to enable each of the Buyer, any agent of the Buyer and the Servicer (whether by license,
sublicense, assignment or otherwise) to use all of the computer software used to account for the Receivables to the extent necessary to
administer the Receivables.
(t) [Intentionally
Omitted.]
(u) Financial
Reporting. Such Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered
in accordance with GAAP, and cause AmerisourceBergenCencora
to make its balance sheet and statement of income and cash flows publicly available as described in Section 5.3(k) of the Purchase
Agreement and furnish, or cause to be furnished, to Buyer (or its assigns):
(i) Accounting
Certificate. The certificate described in Section 5.3(k) of the Purchase Agreement.
(ii) [Intentionally
Omitted.]
(iii) Compliance
Certificate. On the date of public filing (or the next succeeding Business Day) of the financial statements described above, a compliance
certificate in substantially the form of Exhibit IV signed by an Authorized Officer of such Originator and dated the date
of such annual financial statement or such quarterly financial statement, as the case may be.
(iv) S.E.C.
Filings. Promptly upon the written request of the Administrator or any Purchaser Agent, copies of all registration statements and
annual, quarterly, monthly or other regular reports which such Originator files with the Securities and Exchange Commission.
(v) Copies
of Notices. Promptly upon its receipt of any notice under or in connection with any Transaction Document from any Person other than
Buyer, the Administrator, any Purchaser Agent or any Purchaser, copies of the same.
(vi) Other
Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables originated
by such Originator as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and
its assigns) under or as contemplated by this Agreement.
delivered pursuant hereto or thereto shall prove to have been incorrect
in any material respect when made or deemed made and which continues to be false or misleading in any material respect for a period of
ten (10) Business Days after either (i) any Responsible Officer of such Originator becomes aware thereof or (ii) notice
thereof to such Originator by the Administrator, any Purchaser Agent or any Purchaser; provided that the materiality threshold
in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold
and provided further, that any misrepresentation or certification for which Buyer has actually received a Purchase Price
Credit shall not constitute a Termination Event hereunder.
(d) Failure
of any Originator to pay any Indebtedness when due in excess of $100,000,000 and such failure shall continue beyond the applicable grace
period, if any, specified in the agreement or instrument relating to such Indebtedness; or the default by any Originator in the performance
of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed (and such
default shall continue for the applicable grace period, if any, under the applicable agreement), the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such
Indebtedness of any Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled
payment) prior to the date of maturity thereof.
(e) An
Event of Bankruptcy shall occur with respect to any Originator.
(f) AmerisourceBergenCencora
shall cease to own and control, directly or indirectly, at least 100% of any Originator.
(g) One
or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered
against any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such
judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(h) An
ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result
in a material adverse effect on the business, financial conditions, operations or properties of Buyer, any Originator or any ERISA Affiliates
taken as a whole.
(i) An
Amortization Event shall have occurred.
(j) Any
Originator becomes unable for any reason to convey or reconvey Receivables in accordance with the provisions of this Agreement.
(k) The
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of
the Receivables, or any assets of Buyer, Originator or any Affiliate and the lien shall not have been released within seven (7) days,
or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 or Section 303(k) of
ERISA with regard to any of the Receivables.
Exhibit I
Definitions
This is Exhibit I to the Agreement (as hereinafter
defined). As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I
(such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement,
or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning
assigned thereto in Exhibit I to the Purchase Agreement (hereinafter defined).
“Administrator”
has the meaning set forth in the Preliminary Statements to the Agreement.
“Agreement”
means the Amended and Restated Receivables Sale Agreement, dated as of October 16, 2020, among the Originators and
Buyer, as the same may be amended, restated or otherwise modified.
“AmerisourceBergen”
shall mean AmerisourceBergen Corporation, a Delaware corporation.
“Buyer”
has the meaning set forth in the preamble to the Agreement.
“Calculation
Period” means each calendar month or portion thereof which elapses during the term of the Agreement. The first Calculation
Period shall commence on the date of the Purchases hereunder and the final Calculation Period shall terminate on the Termination Date.
“Cencora”
shall mean Cencora, Inc., a Delaware corporation.
“Credit
and Collection Policy” means the Originators’ credit and collection policies and practices relating to Contracts
and Receivables existing on the date hereof and summarized in Exhibit V, as modified from time to time in accordance
with the Agreement.
“Default
Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2%
per annum.
“Discount
Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables
originated by each Originator after taking account of (i) the time value of money based upon the anticipated dates of collection
of such Receivables and the cost to Buyer of financing its investment in such Receivables during such period and (ii) the risk of
nonpayment by the Obligors. Each Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one
or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect
as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment made prior
to the Calculation Period during which such
EXECUTION
VERSION
Exhibit C to Omnibus Amendment,
dated April 17, 2024
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING
THIS
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of October 16,
2020, is executed by AmerisourceBergenCencora
Inc., a Delaware corporation (the “Performance Guarantor”), in favor of Amerisource Receivables Financial
Corporation, a Delaware corporation (together with its successors and assigns, “Recipient”). This Undertaking
amends and restates that certain Amended and Restated Performance Undertaking, dated as of December 2, 2004, by the Performance Guarantor
and after the date hereof, all references in any Transaction Document to the Performance Undertaking shall be deemed references to this
Undertaking.
RECITALS
1. AmerisourceBergen
Drug Corporation (“ABDC”) and ASD Specialty Healthcare, LLC (each of the foregoing, an “Originator”
and collectively, the “Originators”) and Recipient have entered into an Amended and Restated Receivables
Sale Agreement, dated as of October 16, 2020 (as amended, restated or otherwise modified from time to time, the “Sale
Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling and/or
contributing its right, title and interest in its accounts receivable to Recipient.
2. Performance
Guarantor owns one hundred percent (100%) of the capital stock of each Originator and Recipient, and each Originator, and accordingly,
Performance Guarantor has and is expected to continue to receive substantial direct and indirect benefits from its sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).
3. As
an inducement for Recipient to acquire the Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor
has agreed to guaranty the due and punctual performance by each Originator of its obligations under the Sale Agreement, as well as the
Servicing Related Obligations (as hereinafter defined).
4. Performance
Guarantor wishes to guaranty the due and punctual performance by each Originator of its obligations to Recipient under or in respect of
the Sale Agreement and the Servicing Related Obligations (as hereinafter defined), as provided herein.
AGREEMENT
NOW,
THEREFORE, Performance Guarantor hereby agrees as follows:
Section 1. Definitions.
Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the
Receivables Purchase Agreement (as hereinafter defined). In addition:
Performance Undertaking
IN
WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above
written.
| AMERISOURCEBERGEN
CORPORATIONCENCORA, INC. |
| |
| By: |
|
| Name: |
|
| Title: |
|
| Address: | AmerisourceBergen
CorporationCencora, Inc. |
| Attention: |
| Telephone: |
| Facsimile: |
Performance Undertaking
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Grafico Azioni AmerisourceBergen (NYSE:ABC)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni AmerisourceBergen (NYSE:ABC)
Storico
Da Dic 2023 a Dic 2024