Second Amendment To Sale And Contribution Agreemen

EXHIBIT 4.3


SECOND AMENDMENT TO


SALE AND CONTRIBUTION AGREEMENT


THIS SECOND AMENDMENT TO SALE AND CONTRIBUTION AGREEMENT, dated as of December 2, 2002 (this "Second Amendment") relates to that certain Sale and Contribution Agreement dated as of December 20, 2000, between Blue Hill and the Originator (each as defined below), as amended by the First Amendment to Sale and Contribution Agreement dated as of October 1, 2002 (the "Sale and Contribution Agreement"), and is entered into by and between BLUE HILL II, INC., a Delaware corporation ("Blue Hill") and AMERISOURCEBERGEN DRUG CORPORATION (f/k/a Amerisource Corporation), a Delaware corporation, as successor by merger to Bergen Brunswig Drug Company, a California corporation, the originator (in such capacity, the "Originator"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Annex X to the Sale and Contribution Agreement and the Receivables Purchase and Servicing Agreement dated as of December 20, 2000, as amended by that certain First Amendment dated as of August 29, 2001, as amended by that certain Second Amendment dated as of December 21, 2001, and as amended by that certain Third Amendment dated as of October 1, 2002, and as amended by that certain Fourth Amendment dated as of the date hereof ("Annex X").


W I T N E S S E T H


WHEREAS, Blue Hill and Bergen Brunswig have entered into the Sale and Contribution Agreement pursuant to which Blue Hill has purchased BH2 Designated Receivables originated by the Originator, which are Receivables generated by the Originator at BH2 Designated Distribution Centers;


WHEREAS, Blue Hill, the Servicer, the Administrative Agent and the Purchasers have entered into the Purchase Agreement pursuant to which Blue Hill has sold undivided percentage ownership interests in the BH2 Designated Receivables and related collateral to the Purchasers;


WHEREAS, AmerisourceBergen Drug (f/k/a Amerisource Corporation, a Delaware corporation) as seller and ARFC as buyer have entered into the ASC/ARFC Purchase Agreement pursuant to which ARFC has purchased ARFC Designated Receivables, which are Receivables generated by AmerisourceBergen Drug at ARFC Designated Distribution Centers;


WHEREAS, ARFC as seller, AmerisourceBergen Drug as servicer, Amerisource Bergen Services Corporation as guarantor, DFC as buyer and JPMorgan Chase as administrative agent, have entered into the ARFC/JPMorgan Purchase Agreement, pursuant to which ARFC has sold undivided percentage ownership interests in the ARFC Designated Receivables and related collateral to DFC;


WHEREAS, the Originator has advised that from time to time, it intends to consolidate certain of the ARFC Designated Distribution Centers into BH2 Designated


SECOND AMENDMENT TO
SALE AND CONTRIBUTION AGREEMENT


Distribution Centers and certain of the BH2 Designated Distribution Centers into ARFC Designated Distribution Centers;


WHEREAS, Blue Hill and the Originator (collectively, the "Parties") have mutually requested that the Sale and Contribution Agreement be amended (the "Amendments") to permit consolidation of certain of the Distribution Centers of Originator; and


WHEREAS, the Parties are willing to so effect the Amendments on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the above premises, the Parties agree as follows:


1. Definitions and Usage. Any reference herein to Section, Exhibit or Schedule shall, unless otherwise specified, refer to such Section, Exhibit or Schedule hereof, in its entirety.


2. Amendments to the Sale and Contribution Agreement. Upon the Second Amendment Effective Date, the Sale and Contribution Agreement is hereby amended as follows:


a. By amending Section 5.2(p) by deleting the words "as of
the Third Amendment Effective Date".


b. By deleting the penultimate and ultimate sentences of
Section 6.1(h) in their entirety and substituting the following in
their stead:


The Originator shall only add a Lockbox Account Bank, Deposit
Bank, Lockbox, Deposit Account or Lockbox Account to those
listed on Exhibit D of the Purchase Agreement (i) as permitted
under Section 8.13 hereof in connection with a Distribution
Center Consolidation or (ii) if the Buyer has consented
thereto and received notice of such addition, a copy of any
new Lockbox Agreement or Deposit Account Agreement
substantially in the form of Exhibit B-1 or B-2, respectively,
of the Purchase Agreement (with such changes as are acceptable
to the Buyer) from any new Lockbox Account Bank or Deposit
Bank. The Originator shall only terminate a Lockbox Account
Bank, Deposit Bank or Lockbox, or close a Lockbox Account, or
Deposit Account, (x) as permitted under Section 8.13 hereof in
connection with a Distribution Center Consolidation or (y)
with Buyer's consent and upon 30 days advance notice to the
Buyer and the Administrative Agent.


c. By adding the following Section 8.13 in proper
alphanumerical order:


8.13 Distribution Center Consolidation. From time to
time, the Originator may (but shall have no obligation to)
consummate Distribution Center Consolidations; provided,
however, that if the Originator proposes to consummate any
Distribution Center Consolidation, the Originator shall
provide the Buyer and the Administrative Agent with at least
60 days prior written notice detailing the proposed
consolidation (including, without


SECOND AMENDMENT TO
SALE AND CONTRIBUTION AGREEMENT


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limitation, identifying the specific Distribution Centers
involved in such Distribution Center Consolidation,
identifying the Lockbox Accounts, Lockboxes and Deposit
Accounts involved in (or otherwise affected by or related to)
such Distribution Center Consolidation (including any such
Lockbox Accounts, Lockboxes and Deposit Accounts to be opened,
closed or transferred in connection therewith), identifying
the Obligors involved in (or otherwise affected by or related
to) such Distribution Center Consolidation, and setting forth
the actions proposed to be taken with respect thereto) and
specifying the proposed date of such consolidation, and such
consolidation shall be subject to satisfaction of the
following conditions precedent:


(a) No Termination Event or Incipient Termination
Event shall have occurred and be continuing or will result
after giving effect to such consolidation, and no "Termination
Event", "Servicing Default", "Potential Termination Event" or
unmatured "Servicing Default" under and as defined in the
ARFC/JPMorgan Chase Purchase Agreement shall have occurred and
be continuing or will result after giving effect to such
consolidation;


(b) All of the representations and warranties of Blue
Hill, the Originator and the Servicer contained in the Sale
and Contribution Agreement and the other Related Documents
shall be true and correct in all material respects on and as
of date of such consolidation, as if then made (other than
representations and warranties which expressly speak as of a
different date, which shall be true and correct in all
material respects as of that date);


(c) An amended and restated Designated Receivables
Schedule to reflect the Distribution Center Consolidation
shall have been prepared by the Originator and delivered to
the Administrative Agent;


(d) To the extent the Distribution Center
Consolidation provides for the consolidation of a BH2
Designated Distribution Center into an ARFC Designated
Distribution Center:


(i) the Purchasers shall have reconveyed
their Purchaser Interest in all outstanding BH2
Designated Receivables generated at such BH2
Designated Distribution Center in accordance with
Section 2.04(d) of the Purchase Agreement, the
Purchasers and the Buyer shall have executed and
delivered a Purchaser Interest Reconveyance
Agreement, and the Buyer shall have paid any amounts
due with respect thereto pursuant to Section 2.04(d)
of the Purchase Agreement;


(ii) the Administrative Agent and the Purchasers
shall have terminated or assigned each Lockbox
Account Agreement


SECOND AMENDMENT TO
SALE AND CONTRIBUTION AGREEMENT


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and Deposit Account Agreement with respect to
Accounts identified on the Designated Receivables
Schedule with respect to such BH2 Designated
Distribution Center (the "Reassigned Accounts") and
the other actions and deliveries specified in Section
6.01(e) of the Purchase Agreement shall have been
completed;


(iii) the Buyer and Originator (with the consent
of the Administrative Agent) shall have executed and
delivered a Reconveyance Agreement in substance
satisfactory to the Administrative Agent, and the
Buyer shall have received the "Purchase Price" set
forth therein; and


(iv) the Administrative Agent shall have
received an Officer's Certificate of the Buyer that
the Purchase Price equals the fair market value of
the "Reassigned Receivables" (as defined in the
applicable Reconveyance Agreement);


(e) To the extent such Distribution Center
Consolidation provides for the consolidation of an ARFC
Designated Distribution Center into a BH2 Designated
Distribution Center:


(i) to the extent (A) the Outstanding Balance
of the Receivables originated at such ARFC Designated
Distribution Center are in excess of the lesser of
(x) $25,000,000 and (y) 10.0% of the Outstanding
Balance of Transferred Receivables or (B) the ratio
of (x) the Outstanding Balance of all Receivables
originated at ARFC Designated Distribution Centers
that have been consolidated into BH2 Designated
Distribution Centers, including the ARFC Designated
Distribution Center currently proposed to be
consolidated into a BH2 Designated Distribution
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