Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment and Restatement of Revolving Credit Facility

On October 9, 2024, Cencora, Inc. (the "Company") and its subsidiaries BP Pharmaceuticals Laboratories Unlimited Company, Centaur Services Limited and Innomar Strategies Inc. entered into an Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") to amend and restate the Amended and Restated Credit Agreement, dated as of October 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company and such subsidiaries obtained a senior unsecured multi-currency revolving credit facility (the "Revolving Credit Facility").

The Revolving Credit Facility was amended and restated to, among other things, (i) extend the maturity date of the facility to October 9, 2029, (ii) reduce the applicable rate for the facility fees owed to each Lender, and (iii) replace the Canadian Dealer Offered Rate as the applicable reference rate with respect to loans denominated in Canadian Dollars with the Canadian Overnight Repo Rate Average ("CORRA"), and otherwise conform the facility to accommodate CORRA as the reference rate for loans denominated in Canadian Dollars.

Interest on borrowings under the Revolving Credit Facility accrue at specified rates based on the Company's public debt ratings by Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc., and pursuant to the Amended and Restated Credit Agreement, ranges from 80.5 basis points to 122.5 basis points over Term SOFR, Term CORRA, EURIBO Rate, and the RFR, as applicable, and 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable, in each case, as determined in accordance with the provisions of the Revolving Credit Facility. The Company has agreed to pay facility fees to maintain the availability under the Revolving Credit Facility at specified rates based on its public debt ratings, ranging from 7 basis points to 15 basis points, annually, of the total commitments of the lenders thereunder. The Company has the right to prepay borrowings under the Revolving Credit Facility at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs), provided that the amount of any such prepayment meets certain minimum thresholds. The Company may also choose to reduce its commitments under the Revolving Credit Facility at any time. The Revolving Credit Facility contains affirmative and negative covenants and includes limitations on indebtedness of subsidiaries, liens, fundamental changes, asset sales and leverage. The Company may obtain letters of credit under the Revolving Credit Facility up to a maximum amount of US $100 million. The amount of the Company's outstanding letters of credit reduces availability under the Revolving Credit Facility. The Company may use the funds provided under the Revolving Credit Facility for general corporate purposes of the Company and its subsidiaries. The Revolving Credit Facility contains certain representations, warranties and events of default (which are, in some cases, subject to certain exceptions, thresholds and grace periods) including, but not limited to, non-payment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.

The foregoing description of the changes made to the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Certain of the lenders under the Revolving Credit Facility and their affiliates have various relationships with the Company and have in the past provided, and may in the future provide, investment banking, commercial banking, derivative transactions and financial advisory services to the Company and its affiliates in the ordinary course of business for which they have received and may continue to receive fees and commissions. In particular, J.P. Morgan Securities LLC, an affiliate of JPMorgan Chase Bank, N.A., BofA Securities, Inc., an affiliate of Bank of America, N.A., Wells Fargo Securities, LLC, an affiliate of Wells Fargo Bank, N.A., Morgan Stanley & Co. LLC, an affiliate of Morgan Stanley Bank, N.A., Citigroup Global Markets Inc., an affiliate of Citibank, N.A., and BNP Paribas Securities Corp., an affiliate of BNP Paribas, have served as joint book-running managers, and certain affiliates of the other lenders have served as underwriters, in connection with past senior note offerings by the Company, and such affiliates may serve similar roles in future securities offerings by the Company.

Amendment of Securitization Facility

On October 9, 2024, subsidiaries of Cencora, Inc. (the "Company") entered into a Twenty-First Amendment to Amended and Restated Receivables Purchase Agreement (the "Receivables 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.