EIGHTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

EIGHTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 5, 2014 (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, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as administrator (in such capacity, the “Administrator”).

R E C I T A L S

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”).

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

(i)                                     Section 5.1(s) of the Agreement is hereby replaced in its entirety with the following:

(s)                                   Investment Company, Etc.  The Seller is neither (i) an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), nor (ii) a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.  In determining that the Seller is not a covered fund, the Seller is entitled to rely on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

(ii)                                  The following new Section 5.1(u) is hereby added to the Agreement immediately following existing Section 5.1(t) thereof:

(u)                                 Anti-Corruption Laws and Sanctions. The Seller has implemented and will maintain in effect and enforce policies and procedures

designed to ensure compliance by the Seller and its directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions. None of the Seller or, to the knowledge of the Seller, any director, officer, employee or agent of the Seller, is a Sanctioned Person.  No part of the proceeds of any Purchase will be used (A) for the purpose of funding payments to any officer or employee of a governmental or regulatory authority, or any Person controlled by a governmental or regulatory authority, or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable Anti-Corruption Laws or (B) for the purpose of financing the activities or transactions of or with any Sanctioned Person or in any Sanctioned Country.  The Transactions will not violate any applicable Anti-Corruption Laws or Sanctions except to the extent any such violations, individually or in the aggregate, could not reasonably be expected to (A) have a material adverse effect on (i) the business, financial condition, operations or properties of the Seller or (ii) the ability of the Seller to perform any of its obligations under the Transaction Documents or (B) result in a violation of applicable law by any Secured Party.

(iii)                               The following new Section 5.3(o) is hereby added to the Agreement immediately following existing Section 5.3(n) thereof:

(o)                                 Anti-Corruption Laws and Sanctions. The Servicer has implemented and will maintain in effect 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.  None of the Servicer or any Subsidiary or, to the knowledge of the Servicer, any director, officer, employee or agent of the Servicer or any Subsidiary, is a Sanctioned Person.  No part of the proceeds of any Purchase hereunder, or any sale of Receivables under the Receivables Sale Agreement, in either case, will be used (A) for the purpose of funding payments to any officer or employee of a governmental or regulatory authority, or any Person controlled by a governmental or regulatory authority, or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable Anti-Corruption Laws or (B) for the purpose of financing the activities or transactions of or with any Sanctioned Person or in any Sanctioned Country. The Transactions will not violate any applicable Anti-Corruption Laws or Sanctions except to the extent any such violations, individually or in the aggregate, could not reasonably be expected to (A) have a material adverse effect on (i) the business, financial condition, operations or properties of the Servicer or (ii) the ability of the Servicer to perform any of its obligations under the Transaction Documents or (B) result in a violation of applicable law by any Secured Party.

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(iv)                              The following new Section 7.2(m) is hereby added to the Agreement immediately following existing Section 7.2(l) thereof:

(m)                             Anti-Corruption Laws and Sanctions.  Seller will not permit the use of the proceeds of any Purchase (i) for the purpose of financing a payment to any Person in violation of applicable Anti-Corruption Laws, (ii) for the purpose of financing any activity or transaction of or with any Sanctioned Person or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any applicable Sanctions by any party hereto.

(v)                                 Section 9.1(g) of the Agreement is hereby amended by replacing the phrase “25 days” where it appears therein with the phrase “30 days”.

(vi)                              The notice address for Wells Fargo, in each of its capacities, where it appears beneath its signature on signature pages S-3 and S-4 of the Agreement is hereby replaced in its entirety with the following:

Address: 1100 Abernathy Road

Suite 1600

Atlanta, GA 30328

E-mail: ***@***

Facsimile: 866 ###-###-####

Attention: Ryan Tozier

Telephone: 770 ###-###-####

Facsimile: 855 ###-###-####

Attention:  Tim Brazeau

Telephone: 770 ###-###-####

Facsimile: 855 ###-###-####

(vii)                           The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

“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, the Performance Guarantor or any of their Subsidiaries concerning or relating to bribery, money laundering or corruption.