FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

(a)                                 receipt by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment and (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;

(b)                                 the Administrator, each Purchaser Agent and PNC Capital Markets LLC 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;

(c)                                  receipt by the Administrator of favorable opinions, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator, from in-house counsel to the Seller and the Servicer covering certain corporate and no-conflicts matters as may be reasonably requested by the Administrator; and

(d)                                 such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent.

6.                                      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.

7.                                      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).

8.                                      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.

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

10.                               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.

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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.

Fifth Amendment to RPA

(ARFC)

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Fifth Amendment to RPA

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Fifth Amendment to RPA

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Fifth Amendment to RPA

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Fifth Amendment to RPA

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Fifth Amendment to RPA

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EXHIBIT VI

FORM OF SETTLEMENT REPORT

[attached]

VI-1

Amerisource Receivables Financial Corporation

For the Month Ended:

6/30/2013

($)

I . Portfolio Information

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II. Calculations Reflecting Current Activity

III. Compliance

IV. Bank Covenant Compliance

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V. Excess Concentration: (Calculation)

The undersigned hereby represents and warrants that the foregoing is a true and accuarate accounting with respect to outstanding receivables as of                                accordance with the Receivables Purchase Agreement dated                                and that all representations and warranties related to such Agreement are restated and reaffirmed.

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EXHIBIT XVII

FORM OF DEFAULTED RECEIVABLES ASSIGNMENT AGREEMENT

[attached]

XVII-1

FORM OF DEFAULTED RECEIVABLES ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT, dated as of [        ], 20[    ] (this “Agreement”) is entered into between AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (the “Assignor”), and AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation (the “Assignee”).

R E C I T A L S

WHEREAS, reference is made to (i) that certain Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) by and among the Assignor, the Assignee, the various Purchasers and Purchaser Agents from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (the “Administrator”) and (ii) that certain Receivables Sale Agreement, dated as of July 10, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”) between the Assignee, as seller and the Assignor, as buyer.  Capitalized terms used but not defined herein shall have the meanings set forth for such terms in Exhibit I to the Receivables Purchase Agreement; and

WHEREAS, the Subject Receivables (as defined below) are Defaulted Receivables and in order to facilitate the sale of the Subject Receivables to a third party and to maximize collections in respect of the Subject Receivables, the Assignee desires to purchase from the Assignor, and the Assignor desires to sell to the Assignee, for a purchase price of $[          ] (the “Purchase Price”), each of those certain Receivables, described on Schedule A hereto (such Receivables described thereon, the “Subject Receivables”), together with all Related Security associated solely with such Subject Receivables and not with any other Receivables (collectively, with the Subject Receivables, the “Subject Assets”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Purchase and Sale of Subject Assets.  Subject to the terms and conditions hereof, the Assignee hereby agrees to pay the Purchase Price to the Assignor on or prior to the date hereof, in consideration for the Subject Assets, which Purchase Price shall be paid by deposit of immediately available funds into the Collection Account.  Effective immediately upon the Assignee’s payment of the Purchase Price in accordance with the foregoing sentence, the Assignor hereby sells, transfers, conveys and assigns to the Assignee all of its right, title and interest in and to the Subject Assets (the “Sale”).  Such transfer by the Assignor is made without recourse, representation or warranty of any kind.  The payment of the Purchase Price by the Assignee shall be with unencumbered funds of the Assignee and shall constitute Collections on the Subject Receivables for all purposes of the Receivables Purchase Agreement and each of the other Transaction Documents.  Each of the Subject Receivables shall continue to be treated as Defaulted Receivables under the Receivables Purchase Agreement for purposes of calculating the Default Ratio and the Loss Reserve.  Each of the Assignor and the Assignee hereby covenants and agrees that notwithstanding anything to the contrary set forth in the Sale

Agreement, no Subject Receivable will hereafter be sold, assigned or transferred by the Assignee to the Assignor pursuant to the Sale Agreement.

2.             Release of Interest in Subject Assets.  Upon satisfaction of each of the conditions set forth in Section 5 hereof, the Assignor hereby releases all of its right, title and interest in and to the Subject Assets.

3.             Representations and Warranties; Covenants.

(a)           Upon the effectiveness of this Agreement, each of the Assignor and the Assignee hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser (collectively, the “Transaction Parties”) that on and as of the date hereof:

(i)            all representations and warranties made by it in the Sale Agreement or the Receivables Purchase Agreement (other than any representations or warranties made by it in respect of the Subject Assets) are true and correct, in all material respects, as if made on and as of the Effective Date;

(ii)           (a) no event has occurred and is continuing, or would result from this Agreement, the Sale, or any of the transactions contemplated herein or thereby, that constitutes an Amortization Event, Unmatured Amortization Event, Termination Event or Unmatured Termination Event (as defined in the Receivables Sale Agreement) and (b) the Facility Termination Date for all Purchaser Groups has not occurred; and

(iii)          (a) the Purchase Price constitutes the fair market value of the Subject Assets as of the date hereof and (b) a third party that is not an Affiliate of the Assignor or the Assignee has agreed to purchase the Subject Assets from the Assignee, on or about the date hereof, for an amount equal to the Purchase Price.

(b)           Each of the Assignor and the Assignee hereby acknowledge and agree that none of the Transaction Parties nor any of the other Indemnified Parties expresses any opinion as to the treatment or characterization of the Sale for tax, valuation, accounting or any other purpose and that the Transaction Parties and each other Indemnified Parties shall have no liability with respect to any such treatment or characterization.  In connection therewith, each of the Assignor and the Assignee hereby indemnifies each Transaction Party and each other Indemnified Party from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Indemnified Party) and disbursements awarded against or incurred by any of them arising out of or as a result of this Agreement, the Sale or any of the transactions contemplated hereunder or thereby.

4.             Effect of Agreement.  Except as expressly set forth herein, all provisions of the Receivables Purchase Agreement and the Sale Agreement shall remain in full force and effect and are hereby ratified.  This Agreement shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Sale Agreement or the Receivables Purchase Agreement (or any related document or agreement) other than as set forth herein.

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5.             Effectiveness. This Agreement shall become effective on the date hereof (the “Effective Date”) subject to the satisfaction of each of the following conditions precedent:

(a)           each of the parties hereto shall have received counterparts of this Agreement executed by each of the other parties hereto;

(b)           the Assignor shall have received the Purchase Price in accordance with Section 1 hereof; and

(c)           each of the Defaulted Receivables Assignment Conditions have been satisfied with respect to the Sale.

6.             Counterparts.  This Agreement 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 Agreement 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.

7.             CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.

8.             CONSENT TO JURISDICTION.  EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

9.             WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

10.          Section Headings.  The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement, the Sale

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Agreement, the Agreement or any other Transaction Document or any provision hereof or thereof.

11.          Transaction Document.  This Agreement shall constitute a Transaction Document under the Agreement.

12.          Third Party Beneficiary.  Each of the parties hereto acknowledges and agrees that each of the Transaction Parties is a third-party beneficiary of the rights of the Assignor arising hereunder, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, shall have the sole right to exercise all such rights and related remedies.

13.          Ratification.  After giving effect to this Agreement 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.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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SCHEDULE A

SUBJECT RECEIVABLES

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EXHIBIT XVIII

FORM OF DEFAULTED RECEIVABLES CERTIFICATE

[attached]

XVIII-1

FORM OF DEFAULTED RECEIVABLES CERTIFICATE

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AMERISOURCE RECEIVABLES FINANCIAL CORPORATION

DEFAULTED RECEIVABLES CERTIFICATE

dated                    , 20     

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
1251 Avenue of the Americas
New York, NY 10020
Attention:  Luna Mills
Telephone:  (212) 782-6959
Facsimile:  (212) 782-6998

Ladies and Gentlemen:

Reference is made to the Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) among Amerisource Receivables Financial Corporation (the “Seller”), AmerisourceBergen Drug Corporation (“ABDC”), as initial Servicer (the “Servicer”), the various Purchaser Groups from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator (the “Administrator”).  Capitalized terms defined in the Agreement are used herein with the same meanings.