TENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS TENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 21, 2016 (this “Amendment”) is entered into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the “Servicer”), the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, ADVANTAGE ASSET SECURITIZATION CORP. (“Advantage Asset”), as Uncommitted Purchaser, WORKING CAPITAL MANAGEMENT CO., LP (“Working Capital”) as Assignor (as defined below), MIZUHO BANK, LTD. (“Mizuho”) as Assignee (as defined below), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as administrator (in such capacity, the “Administrator”).

The Seller, 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 “Agreement”).

Working Capital, as the assignor (in such capacity, the “Assignor”), desires to sell, assign and delegate to Mizuho, as the assignee (in such capacity, the “Assignee”), all of the Assignor’s Commitment under the Agreement, and the Assignee desires to assume from the Assignor all of the Assignor’s Commitment under the Agreement.

The parties hereto desire to join Advantage Asset as a party to the Agreement as an Uncommitted Purchaser.

Concurrently herewith, the Seller and the Originator are entering into a Fifth Amendment to Receivables Sale Agreement, dated as of the date hereof (the “RSA Amendment”).

The parties hereto desire to amend the Agreement 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 Agreement.

2.    Joinder.

Advantage Asset Securitization Corp.

    c/o Mizuho Bank

1251 Avenue of the Americas

New York, NY 10020

Attention: Conduit Management Group

3.    Assignment.

4.    Amendments to the Agreement. As of the Effective Date (as defined below), the Agreement is hereby amended as follows:

(o)    AmerisourceBergen shall default or fail in the performance or observance of any of the covenants set forth in Section 6.10 of the Credit Agreement; or

(ii) Section 6.01(b), 6.02(e), 6.04(b), 6.04(c), 6.07(b), 6.07(c), 6.07(d) or 6.08 (clause (i) of the first proviso thereto) of the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents;

Section 13.15    Federal Reserve; Etc.

(a) Federal Reserve. Notwithstanding any other provision of this Agreement to the contrary, any Purchaser Group may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any rights to payment of capital and interest) under this Agreement and any other Transaction Document to secure obligations of such Purchaser Group to a Federal Reserve Bank, without notice to or consent of the Seller or the Administrator or any other party; provided that no such pledge or grant of a security interest shall release a Purchaser Group from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser Group as a party hereto.

(b) Security Trustee.  Notwithstanding any other provision of this Agreement to the contrary, any Conduit Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any rights to payment of capital and interest) under this Agreement and any other Transaction Document to a security trustee under such Conduit Purchaser’s Commercial Paper program, without notice to or consent of the Seller or the Administrator or any other party; provided that no such pledge or grant of a security interest shall release any Conduit Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser Group as a party hereto.

“Advantage Asset” means Advantage Asset Securitization Corp., and its successors.

“Extended Term” has the meaning set forth in the Extended Term Disclosure Letter.

“Extended Term Disclosure Letter” means that certain letter agreement, dated as of June 21, 2016, among the Seller, the Servicer, the Administrator and each Purchaser Agent.

“Extended Term Obligor” has the meaning set forth in the Extended Term Disclosure Letter.

“Extended Term Receivables” has the meaning set forth in clause (q) of the definition of Eligible Receivable.

“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 30% 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 November 13, 2015, (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.

“Credit Agreement” shall mean the Credit Agreement, dated as of March 18, 2011, as amended and restated as of November 13, 2015, which is attached as Exhibit A to the Fifth Amendment and Restatement Agreement, dated as of November 13, 2015, as amended by Amendment No. 1 thereto dated as of April 1, 2016, among AmerisourceBergen, the borrowing subsidiaries party thereto, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (without giving effect to any other amendment, waiver, termination, supplement or other modification thereof thereafter unless consented to by the Required Purchaser Agents).

; provided that if the Daily Eurodollar Rate, determined as provided above, would be less than zero, the Daily Eurodollar Rate shall for all purposes of this Agreement be zero.

(q)    which by its terms has Invoice Payment Terms of up to 30 days; provided, that Receivables due from an Extended Term Obligor may have Invoice Payment Terms no longer than the applicable Extended Term (“Extended Term Receivables”); provided, further, that an amount not to exceed 5% of aggregate of all outstanding Receivables, excluding Extended Term Receivables, may have Invoice Payment Terms of between 31 and 60 days; and provided, further, that an amount not to exceed 5% of aggregate of all outstanding Receivables may have Invoice Payment Terms of between 61 and 90 days;

; provided that if the LIBOR Market Index Rate, determined as provided above, would be less than zero, the LIBOR Market Index Rate shall for all purposes of this Agreement be zero.

provided that, (a) if any Obligor is rated by both S&P and Moody’s and has a split rating, the applicable rating will be the lower of the two, (b) if any Obligor is not rated by either S&P or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, (c) if any Obligor is rated by only one of S&P and Moody’s, the applicable rating will be the rating assigned to such Obligor by S&P or Moody’s, as applicable and (d) upon Seller’s request from time to time, the Administrator and each Purchaser Agent may agree in writing, in their sole discretion, to a higher percentage of Eligible Receivables for a particular Obligor (each such Obligor, a “Special Obligor”) and its Affiliates (each such higher percentage, a “Special Concentration Limit”); it being understood that any Special Concentration Limit may be cancelled by the Administrator or any Purchaser Agent upon not less than five (5) Business Days’ written notice to the Seller.  For purposes of this clause (d), as of June 21, 2016 “Special Obligor” means each of Walgreen Co., Express Scripts Holding Company and Kaiser Permanente.  As of June 21, 2016 (i) Walgreen Co. shall have a Special Concentration Limit of 26.00%, (ii) Express

Scripts Holding Company shall have a Special Concentration Limit of 15.00%, and (iii) Kaiser Permanente shall have a Special Concentration Limit of 8.00%.

“Purchaser Group” means, for each Uncommitted Purchaser (or Purchaser Agent), such Uncommitted Purchaser, its Related Committed Purchasers (if any) and its related Purchaser Agent (and, to the extent applicable, its related Funding Sources and Indemnified Parties); provided, however, that the Purchaser Group that includes Working Capital Management Co., LP shall additionally include Advantage Asset and Advantage Asset shall not constitute a Purchaser Group separate from the Working Capital Management Co., LP Purchaser Group.

“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the Fee Letters, 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.

5.    Representations and Warranties; Covenants. Each of the Seller and the Servicer (on behalf of the Seller) hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:

6.    Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement and each of the other Transaction Documents to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement (or any related document or agreement) other than as expressly set forth herein.

7.    Consent to RSA Amendment. Each of the parties hereto hereby consent to the execution and delivery of the RSA Amendment in the form of Exhibit A attached hereto.

8.    Effectiveness. This Amendment shall become effective on the date hereof (the “Effective Date”) upon satisfaction of each of the following conditions:

9.    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.

10.    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).

11.    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 Agreement or any other Transaction Document or any provision hereof or thereof.

12.    Transaction Document. This Amendment shall constitute a Transaction Document under the Agreement.

13.    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.

14.    Ratification.    After giving effect to this Amendment and the transactions contemplated hereby, 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.

15.    Post-Closing Covenant. Each of the Seller and the Servicer hereby covenant and agree as follows:

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.