MEDCO HEALTH SOLUTIONS INC
RECEIVABLES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>12
<FILENAME>dex1011.txt
<DESCRIPTION>RECEIVABLES PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.11

                                                                  EXECUTION COPY


                 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

                                 by and between

                          MEDCO HEALTH SOLUTIONS, INC.

                           as Originator and Servicer

                                       and


                          MEDCO HEALTH RECEIVABLES, LLC


                                    as Buyer

                           Dated as of August 8, 2003

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                                TABLE OF CONTENT

                                                                            Page
                                                                            ----

ARTICLE I.    DEFINITIONS......................................................1

     SECTION 1.01. Certain Defined Terms.......................................1
     SECTION 1.02. Other Terms.................................................5
     SECTION 1.03. Incorporation of Defined Terms..............................5

ARTICLE II.   AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS.................5

     SECTION 2.01. Facility....................................................5
     SECTION 2.02. Making Purchases............................................5
     SECTION 2.03. Collections.................................................6
     SECTION 2.04. Settlement Procedures.......................................7
     SECTION 2.05. Payments and Computations, Etc..............................8
     SECTION 2.06. Contributions...............................................8
     SECTION 2.07. Intent of the Originator and the Buyer......................8
     SECTION 2.08. Grant of Security Interest..................................8

ARTICLE III.  CONDITIONS OF PURCHASES..........................................9

     SECTION 3.01. Conditions Precedent to Initial Purchase from the
                   Originator..................................................9
     SECTION 3.02. Conditions Precedent to All Purchases.......................9

ARTICLE IV.   REPRESENTATIONS AND WARRANTIES..................................10

     SECTION 4.01. Representations and Warranties of the Originator...........10

ARTICLE V.    COVENANTS.......................................................14

     SECTION 5.01. Covenants of the Originator................................14

ARTICLE VI.   ADMINISTRATION AND COLLECTION...................................19

     SECTION 6.01. Designation of Servicer....................................19
     SECTION 6.02. Certain Rights of the Buyer................................20
     SECTION 6.03. Rights and Remedies........................................20
     SECTION 6.04. Transfer of Records to Buyer...............................21

ARTICLE VII.  TERMINATION EVENTS..............................................22

     SECTION 7.01. Termination Events.........................................22

ARTICLE VIII. INDEMNIFICATION.................................................23

     SECTION 8.01. Indemnities by the Originator..............................23

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ARTICLE IX.   MISCELLANEOUS...................................................25

     SECTION 9.01. Amendments, Etc............................................25
     SECTION 9.02. Notices, Etc...............................................25
     SECTION 9.03. Binding Effect; Assignability..............................26
     SECTION 9.04. Costs, Expenses and Taxes..................................26
     SECTION 9.05. No Proceedings.............................................27
     SECTION 9.06. GOVERNING LAW..............................................27
     SECTION 9.07. Third Party Beneficiary....................................27
     SECTION 9.08. Restriction on Payments....................................27
     SECTION 9.09. Execution in Counterparts..................................28
     SECTION 9.10. Integration; Survival of Termination.......................28
     SECTION 9.11. Consent to Jurisdiction....................................29
     SECTION 9.12. WAIVER OF JURY TRIAL.......................................29


EXHIBITS

EXHIBIT A  Deposit Accounts and Deposit Account Banks
EXHIBIT B  Form of Subordinated Note
EXHIBIT C  Trade Names and Former Names


                                       ii

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                 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

                           Dated as of August 8, 2003

          MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, in its capacity
as originator of the Receivables (the "Originator") and as servicer of the
Receivables (the "Servicer"), and MEDCO HEALTH RECEIVABLES, LLC, a Delaware
limited liability company (the "Buyer"), agree as follows:

          PRELIMINARY STATEMENTS. (1) Certain terms which are capitalized and
used throughout this Agreement (in addition to those defined above) are defined
in Article I of this Agreement or, if not defined therein, in the Receivables
Purchase Agreement referred to below.

          (2)  The Originator has Receivables that it wishes to sell to the
Buyer from time to time,  and the Buyer has agreed to purchase such Receivables
on the terms set forth herein.

          (3)  The Originator may also wish to contribute Receivables to the
capital of the Buyer from time to time on the terms set forth herein.

          NOW, THEREFORE, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

          SECTION 1.01. Certain Defined Terms. The following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

          "Additional Discount Percentage" means, on any date, the percentage
obtained from the following formula:

          ADP = (ER + AEM + PFR + SFR + 2.00%) x (PTR x 30/360)
where:

          ADP  =  the Additional Discount Percentage

          ER   =  the one-month Eurodollar Rate as of the end of the Current
                  Calculation Period

          AEM  =  the Applicable Eurodollar Rate Margin as of the end of the
                  Current Calculation Period

          PFR  =  the Program Fee Rate (as defined in the Purchaser Fee
                  Letter) as of the end of the Current Calculation Period

          SRF  =  the Servicing Fee Rate

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          PTR  =  Portfolio Turnover Rate as of the end of the Current
                  Calculation Period

          "Agreement" means this Receivables Purchase and Contribution
     Agreement, as the same may be amended, restated, supplemented or otherwise
     modified from time to time.

          "Closing Date" means August 8, 2003 or, if later, the first date on
     which the conditions precedent set forth in Section 3.01 are satisfied.

          "Contract" means an agreement pursuant to or under which a
     pharmaceutical manufacturer shall be obligated to pay rebates,
     administrative fees, data fees or other fees to the Originator, in each
     case as such agreement may be amended, restated, supplemented, renewed or
     otherwise modified from time to time and any replacement or substitute
     agreement; provided that the term "Contract" shall not include any
     agreement with Merck or any of its Affiliates so long as no payments under
     such agreement are remitted to a Deposit Account.

          "Contributed Receivable" has the meaning specified in Section 2.06.

          "Deemed Collection" has the meaning specified in Section 2.04(a).

          "Deposit Date" means each day on which any Collections are deposited
     in a Deposit Account or on which any Transaction Party shall receive
     Collections.

          "Discount" means, in respect of each Purchase, the Discount Percentage
     multiplied by the Outstanding Balance of the Receivables that are the
     subject of such Purchase.

          "Discount Percentage" means, on any date, the percentage obtained from
     the following formula:

                                   (LR + ADP)

     all determined by the Originator as of the most recent Monthly Reporting
     Date,

Where
-----

     LR   =  the average Loss-to-Liquidation Ratio for the three Calculation
             Periods immediately prior to such Monthly Reporting Date.

     ADP  =  the Additional Discount Percentage (which reflects the cost of the
             Buyer's cost of funds, overhead, including costs of processing the
             purchase of Receivables and other normal operation costs, and a
             reasonable profit margin).

     None of the elements of the above-referenced formula, in respect of any
     purchase of Receivables, will be adjusted following the related Purchase
     Date.

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          With respect to each calculation set forth above with respect to a
     Monthly Reporting Date, such calculation as calculated on such Monthly
     Reporting Date and included in the applicable Monthly Report shall remain
     in effect from and including the related Monthly Reporting Date to but
     excluding the following Monthly Reporting Date.

          Notwithstanding the foregoing, for the initial period from and
     including the Closing Date to but excluding the first Monthly Reporting
     Date, the Discount Percentage will be 3.17645%.

          "Incipient Termination Event" means an event that but for notice or
     lapse of time or both would constitute a Termination Event.

          "Indemnified Amounts" has the meaning specified in Section 8.01.

          "Indemnified Parties" has the meaning specified in Section 8.01.

          "Initial Subordinated Note Amount" has the meaning specified in
     Section 2.02(d).

          "Material Adverse Effect" means a material adverse effect on (i) the
     ability of any Transaction Party to perform its obligations under any
     Transaction Document, subject to applicable cure and grace periods, (ii)
     the legality, validity or enforceability of this Agreement or any other
     Transaction Document, (iii) the Buyer's interest in the Receivables
     generally or in any material portion of the Receivables, the Related
     Security or the Collections with respect thereto, (iv) the collectibility
     of the Receivables generally or of any material portion of the Receivables
     or the legality, validity or enforceability of the Contracts generally or
     of any material portion of the Contracts or (v) the business, operations,
     properties, assets, liabilities or condition (financial or otherwise) of
     the Originator and its Subsidiaries, taken as a whole.

          "Purchase" means a purchase by, or contribution to, the Buyer of
     Receivables from the Originator pursuant to Article II.

          "Purchase Date" means each day on which a Purchase is made pursuant to
     Article II.

          "Purchased Receivable" means any Receivable which is purchased by the
     Buyer pursuant to Section 2.02.

          "Purchase Price" for any Purchase means an amount equal (a) to the
     Outstanding Balance of the Receivables that are the subject of such
     Purchase as set forth in the Receivables Trial Balance, minus (b) the
     Discount for such Purchase minus (c) the amount of any Purchase Price
     Credits to be credited against the Purchase Price pursuant to Section 2.04.

          "Purchase Price Credit" has the meaning specified in Section 2.04(c).

          "Receivables" means all indebtedness and other obligations (in each
     case whether present or future, due or to become due, billed or unbilled)
     of any Obligor arising under

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     or pursuant to a Contract, including, without limitation, the right to
     payment of any rebates, administrative fees, data fees, interest or finance
     charges, late payment charges, delinquency charges, extension or collection
     fees and all other obligations of such Obligor with respect thereto.

          "Receivables Purchase Agreement" means that certain Receivables
     Purchase Agreement, dated as of the date hereof, among the Buyer; the
     Originator, as Servicer; the Conduit Purchasers from time to time parties
     thereto; the Committed Purchasers from time to time parties thereto; the
     Managing Agents from time to time parties thereto; and Citicorp North
     America, Inc., as Administrative Agent, as amended, restated, supplemented
     or otherwise modified from time to time.

          "Receivables Trial Balance" of the Originator on any date means the
     Originator's accounts receivable trial balance (whether in the form of a
     computer printout, magnetic tape or diskette or other electronic or paper
     record) on such date, listing Obligors and the Receivables respectively
     owed by such Obligors on such date together with the aged Outstanding
     Balances of such Receivables, in form and substance satisfactory to the
     Buyer.

          "Related Security" means with respect to any Receivable:

               (i)   all security interests or liens and property subject
          thereto from time to time purporting to secure payment of such
          Receivable, whether pursuant to the Contract related to such
          Receivable or otherwise, together with all financing statements and
          financing statement amendments authorized by an Obligor describing any
          collateral securing such Receivable;

               (ii)  all guaranties, insurance and other agreements or
          arrangements of whatever character from time to time supporting or
          securing payment of such Receivable whether pursuant to the Contract
          related to such Receivable or otherwise;

               (iii) all other books, records and other information (including,
          without limitation, computer programs, tapes, discs, punch cards, data
          processing software and related property and rights) relating to such
          Receivable and the related Obligor;

               (iv)  all of the Originator's right, title and interest in and to
          all Contracts or other agreements or documents that evidence, secure
          or otherwise relate to such Receivable; and

               (v)   all Proceeds, products and profits of the foregoing.

          "Repurchase Price" has the meaning specified in Section 2.04(b).

          "Settlement Date" means (i) the 15/th/ day of each calendar month (or,
     if such day is not a Business Day, the next succeeding Business Day) and
     (ii) following the

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     Termination Date, each other "Settlement Date" under and as defined in the
     Receivables Purchase Agreement.

          "Subordinated Note" has the meaning specified in Section 2.02(d).

          "Termination Event" has the meaning specified in Section 7.01.

          "Transaction Party" means either of the Originator or (so long as it
     is the Originator or an Affiliate thereof other than the Buyer) the
     Servicer.

          "Transferred Receivable" means a Purchased Receivable or a Contributed
     Receivable.

          SECTION 1.02. Other Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP. All terms used in
Article 9 of the UCC in the State of New York, as in effect on the date hereof
and not specifically defined herein, are used herein as defined in such Article
9. Unless otherwise expressly indicated, all references herein to "Article,"
"Section," "Schedule" or "Exhibit" means articles and sections of, and schedules
and exhibits to, this Agreement. Headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof. Any reference to any Law shall be deemed to be a reference to such Law
as the same may be amended or re-enacted from time to time. Any reference to any
Person appearing in any of the Transaction Documents shall include its
successors and permitted assigns.

          SECTION 1.03. Incorporation of Defined Terms. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Receivables Purchase Agreement.

          ARTICLE II. AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

          SECTION 2.01. Facility. On the terms and conditions hereinafter set
forth and without recourse to the Originator (except to the extent specifically
provided herein), the Originator hereby agrees to sell to the Buyer all
Receivables originated by it from time to time and the Buyer hereby agrees to
purchase from the Originator all such Receivables from time to time, in each
case during the period from the date hereof to the Termination Date; provided,
however, that the Originator may, at its option, elect to contribute Receivables
to the Buyer pursuant to Section 2.06 in lieu of a sale of such Receivables.

          SECTION 2.02. Making Purchases.

          (a)  Initial Purchase. On the Closing Date, the Originator shall (i)
contribute to the capital of the Buyer Receivables having an aggregate
Outstanding Balance of $100,000,000 and (ii) sell to the Buyer all other
Receivables outstanding as of the Closing Date. On the date of such Purchase,
the Buyer shall, upon satisfaction of the applicable conditions set forth in
Article III, pay the Purchase Price for the Receivables sold to it in the manner
provided in Section 2.02(c).

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          (b)  Subsequent Purchases. On each Business Day following the Closing
Date until the Termination Date, the Originator shall sell to the Buyer and the
Buyer shall purchase from the Originator all Receivables originated by the
Originator which have not previously been sold or contributed to the Buyer
hereunder; provided, however, that the Originator may, at its option on any
Purchase Date, contribute all or any of such Receivables to the Buyer pursuant
to Section 2.06, instead of selling such Receivables to the Buyer pursuant to
this Section 2.02(b). On or before the date of each such Purchase, the Buyer
shall, upon the Satisfaction of the applicable conditions set forth in Article
III, pay the Purchase Price for such Purchase in the manner provided in Section
2.02(c).

          (c)  Payment of Purchase Price. The Purchase Price for each Purchase
shall be paid on each Purchase Date therefor as follows: (i) first, to the
extent the Buyer has available funds therefor, a deposit in same day funds to
the Originator's account designated by the Originator and (ii) second, by means
of an addition to the principal amount of the Subordinated Note in an aggregate
amount equal to the remaining portion of the Purchase Price; provided that the
Buyer may not pay all or any portion of the Purchase Price for any Purchase by
means of an increase in the principal amount of the Subordinated Note if, after
giving effect thereto, the Tangible Net Worth of the Buyer would be less than 3%
of the aggregate Purchase Price of all outstanding Pool Receivables at such time
(net of Collections that have been received on such outstanding Pool
Receivables).

          (d)  Subordinated Note. On the Closing Date, the Buyer shall issue to
the Originator a note substantially in the form of Exhibit B hereto (as amended,
supplemented or otherwise modified from time to time, the "Subordinated Note").
The initial aggregate principal amount of the Subordinated Note (the "Initial
Subordinated Note Amount") shall be an amount equal to the excess of the
Purchase Price of the Receivables sold to the Buyer on such date pursuant to
Section 2.02(c) over $100,000,000. Following the Closing Date, the outstanding
principal amount of the Subordinated Note at any time shall be equal to the
difference between (i) the sum of the Initial Subordinated Note Amount and each
addition to the principal amount of the Subordinated Note pursuant to Section
2.02(c) as of such time and (ii) the aggregate amount of all payments made in
respect of the principal of the Subordinated Note as of such time. All payments
made in respect of the Subordinated Note shall be allocated, first, to pay
accrued and unpaid interest thereon and, second, to pay the outstanding
principal amount thereof.

          (e)  Ownership of Receivables and Related Security. On each Purchase
Date, after giving effect to the Purchase (including any contribution of
Receivables pursuant to Section 2.06) on such date, the Buyer shall own all
Receivables originated by the Originator on or prior to such date (including
Receivables which have been previously sold or contributed to the Buyer
hereunder), together with all Related Security with respect thereto.

          SECTION 2.03. Collections. (a) On each Business Day, the Servicer
shall apply all Collections released to the Buyer pursuant to the Receivables
Purchase Agreement (i) first, to pay the Purchase Price then owing by the Buyer
hereunder on such date, (ii) second, to pay the reasonable operating expenses of
the Buyer then due and payable, (iii) third, if such date is a Settlement Date,
to pay the accrued and unpaid interest on the outstanding principal amount of
the Subordinated Note for the most recently ended calendar month and (iv)
fourth, to prepay in whole or in part the principal amount of the Subordinated
Note. The Servicer shall, on

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or before each Settlement Date, deposit into an account of the Buyer or the
Buyer's assignee all remaining Collections of Transferred Receivables (if any)
then held by the Servicer (but only to the extent such Collections have not been
previously applied to purchase new Receivables hereunder or to make payments
under the Subordinated Note).

          (b)  In the event that the Originator believes that collections which
are not Collections of Transferred Receivables have been deposited into an
account of the Buyer or the Buyer's assignee, the Originator shall so advise the
Buyer and, on the Business Day following such identification to the Buyer's
reasonable satisfaction, the Buyer shall instruct the Servicer to remit such
collections to the Originator.

          (c)  On each Settlement Date, the Buyer shall, to the extent
Collections are available for such purpose under the Receivables Purchase
Agreement and are not required to pay the Purchase Price for any Receivables
purchased hereunder, pay to the Originator accrued interest on the Subordinated
Note; provided, however, that each such payment shall be made solely from
Collections of Transferred Receivables after all other amounts then due from the
Buyer under the Receivables Purchase Agreement have been paid in full and all
amounts then required to be set aside by the Buyer or the Servicer under the
Receivables Purchase Agreement have been so set aside; provided, further that no
such payment shall be made at any time (i) when a Termination Event or Incipient
Termination Event shall have occurred and be continuing or (ii) during the
period between the Termination Date and the Final Payout Date. On each Business
Day from and after the Final Payout Date, the Buyer shall apply all Collections
of Transferred Receivables received by it (and not previously distributed) first
to the payment of accrued interest on the Subordinated Note, and then to the
reduction of the principal amount of the Subordinated Note until paid in full.

          SECTION 2.04. Settlement Procedures. (a) If on any day any Transferred
Receivable becomes (in whole or in part) a Diluted Receivable, the Originator
shall be deemed to have received on such day a Collection of such Receivable in
the amount of such Diluted Receivable (each, a "Deemed Collection").

          (b)  If on any day it is determined that any of the representations
and warranties set forth in Section 4.01 with respect to any Transferred
Receivable shall not have been true when made with respect to such Transferred
Receivable, the Originator shall repurchase such Receivable on such day by
paying to the Buyer an amount equal to the Outstanding Balance of such
Transferred Receivable (the "Repurchase Price").

          (c)  The Originator shall pay to the Servicer the amount of all Deemed
Collections and the amount of any Repurchase Price on or before the next
Settlement Date after the date of such deemed receipt or the date of repurchase,
as applicable; provided, however, that, prior to the Termination Date, such
Deemed Collections and Repurchase Price may be paid by way of a credit (each a
"Purchase Price Credit") against the Purchase Price otherwise payable by the
Buyer hereunder in respect of Receivables arising on or after such date;
provided, further that if any Purchase Price Credits remain unused upon the
earlier to occur of (i) the Termination Date and (ii) the first Settlement Date
to occur after the Calculation Period in which such Purchase Price Credits
arose, then the Originator shall pay to the Buyer on such date in cash the
amount of such unused Purchase Price Credits.

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<PAGE>

          (d)  Except as otherwise required by law or the relevant Contract, all
Collections from an Obligor of any Transferred Receivable shall be applied to
the Receivables of such Obligor in the order of the age of such Receivables,
starting with the oldest such Receivable.

          SECTION 2.05. Payments and Computations, Etc. (a) All amounts to be
paid or deposited by the Originator or the Servicer hereunder shall be paid or
deposited no later than 12:00 Noon (New York City time) on the day when due in
same day funds to an account or accounts designated by the Buyer from time to
time.

          (b)  The Originator shall, to the extent permitted by law, pay to the
Buyer interest on any amount not paid or deposited by the Originator (whether as
Servicer or otherwise) when due hereunder at an interest rate per annum equal to
2.00% per annum above the Alternate Base Rate, payable on demand.

          (c)  All computations of interest hereunder shall be made on the basis
of a year of 365 (or 366, as applicable) days for the actual number of days
(including the first but excluding the last day) elapsed. Whenever any payment
or deposit to be made hereunder shall be due on a day other than a Business Day,
such payment or deposit shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of such payment or
deposit.

          SECTION 2.06. Contributions. The Originator shall on the Closing Date,
and may from time to time thereafter at its option, by notice to the Buyer on or
prior to the date of the proposed contribution, identify Receivables which it
proposes to transfer to the Buyer as a capital contribution to the Buyer. On the
date of each such contribution and after giving effect thereto, the Buyer shall
own all right, title and interest in and to the Receivables so identified and
contributed (collectively, the "Contributed Receivables") and all Related
Security relating to such Receivables and all Collections with respect thereto
and other proceeds of such Receivables and Related Security.

          SECTION 2.07. Intent of the Originator and the Buyer. The Originator
and the Buyer have structured this Agreement with the intention that each sale
of Receivables hereunder be treated as a sale of such Receivables by the
Originator to the Buyer for all purposes and each contribution of Receivables
hereunder shall be treated as an absolute transfer of such Receivables by the
Originator to the Buyer for all purposes. The Originator and the Buyer shall
record each sale and contribution as a sale or capital contribution, as the case
may be, on its books and records, and reflect each sale and contribution in its
financial statements as a sale or capital contribution, as the case may be.

          SECTION 2.08. Grant of Security Interest. As collateral security for
the performance by the Originator of all the terms, covenants and agreements on
the part of the Originator (whether as Originator, Servicer or otherwise) to be
performed under this Agreement or any other Transaction Document, including the
punctual payment when due of all amounts payable by it hereunder and thereunder,
the Originator hereby grants to the Buyer a security interest in all of the
Originator's right, title and interest (if any) in and to the following, in each
case whether now owned and existing or hereafter acquired or arising:

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          (a)  all Contracts, whether now owned or existing or hereafter
     acquired or arising, including, without limitation, with respect to each
     Contract (i) all rights of the Originator to receive moneys due or to
     become due under or pursuant to such Contract (whether or not earned by
     performance), (ii) all security interests and property subject thereto from
     time to time purporting to secure payment of monies due or to become due
     under or pursuant to such Contract, (iii) all rights of the Originator to
     receive proceeds of any insurance, indemnity, warranty or guaranty with
     respect to such Contract, (iv) claims of the Originator for damages arising
     out of or for breach of or default under such Contract, and (v) the right
     of the Originator to compel performance and otherwise exercise all remedies
     thereunder;

          (b)  all Receivables, (whether arising before, on or after the
     Termination Date), together with all Related Security and Collections with
     respect thereto;

          (c)  all Deposit Accounts; and

          (d)  to the extent not included in the foregoing, all products,
     profits, collections and Proceeds of any and all of the foregoing.

                      ARTICLE III. CONDITIONS OF PURCHASES

          SECTION 3.01. Conditions Precedent to Initial Purchase from the
Originator. The initial Purchase of Receivables from the Originator pursuant to
Section 2.02(a) hereunder is subject to the conditions precedent that the Buyer
shall have received on or before the date of such Purchase all of the
instruments, documents, agreements and opinions specified in Section 3.01 of the
Receivables Purchase Agreement, each (unless otherwise indicated therein) dated
such date, in form and substance satisfactory to the Buyer.

          SECTION 3.02. Conditions Precedent to All Purchases. The Buyer's
obligation to make any Purchase (including the initial Purchase pursuant to
Section 2.02(a)) hereunder shall be subject to the further conditions precedent
that:

          (a)  on or prior to the date of such Purchase, the Servicer shall have
     delivered to the Buyer all Servicer Reports required under the Receivables
     Purchase Agreement, each duly completed and containing information covering
     the most recently ended reporting period for which information is required
     pursuant to Section 6.03 of the Receivables Purchase Agreement and
     containing such additional information as may reasonably be requested by
     the Buyer;

          (b)  on the date of such Purchase the following statements shall be
     true (and the Originator, by accepting the Purchase Price for such
     Purchase, shall be deemed to have represented and warranted that):

               (i)  The representations and warranties contained in Section 4.01
          are true and correct in all material respects (except that, to the
          extent any such representation or warranty is qualified by materiality
          or Material Adverse Effect, such representation or warranty must be
          true and correct in all respects subject

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          only to the materiality or Material Adverse Effect qualification set
          forth therein) on and as of the date of such Purchase as though made
          on and as of such date;

               (ii)  No event has occurred and is continuing, or would result
          from such Purchase, that constitutes a Termination Event or an
          Incipient Termination Event; and

               (iii) The "Termination Date" shall not have occurred under (and
          as defined in) the Receivables Purchase Agreement; and

          (c)  the Buyer shall have received such other approvals, opinions or
     documents as the Buyer may reasonably request.

     Notwithstanding the foregoing, unless otherwise specified by the Buyer
(with the written consent of the Administrative Agent) in a written notice to
the Originator, each Purchase shall occur automatically on each day prior to the
Termination Date, with the result that the title to all Receivables and the
Related Security with respect thereto shall vest in the Buyer automatically on
the date each such Receivable arises and without any further action of any kind
by the Buyer or the Originator, whether or not the conditions precedent to such
Purchase were in fact satisfied on such date and notwithstanding any delay in
making payment of the Purchase Price for such Receivables (but without impairing
the Buyer's obligation to pay such Purchase Price in accordance with the terms
hereof).

                   ARTICLE IV. REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Representations and Warranties of the Originator. The
Originator represents and warrants as follows as of the date hereof and as of
the date of each Purchase hereunder:

          (a)  The Originator is a corporation duly incorporated, validly
     existing and in good standing under the laws of Delaware, and is duly
     qualified to do business, and is in good standing, in every jurisdiction
     where the nature of its business requires it to be so qualified, unless the
     failure to so qualify would not reasonably be expected to have a Material
     Adverse Effect.

          (b)  The execution, delivery and performance by the Originator of the
     Transaction Documents to which it is a party, including the Originator's
     sale and contribution of Receivables hereunder and the Originator's use of
     the proceeds of Purchases, (i) are within the Originator's corporate
     powers, (ii) have been duly authorized by all necessary corporate action,
     (iii) do not contravene (1) the Originator's certificate of incorporation
     or by-laws, (2) any Law applicable to the Originator, (3) any material
     contractual restriction binding on or affecting the Originator or its
     property or (4) any order, writ, judgment, award, injunction or decree
     binding on or affecting the Originator or its property, except, in the case
     of each of sub-clauses (2) through (4) of this clause (iii), to the extent
     that such contravention would not be reasonably expected to have a Material
     Adverse Effect, and (iv) do not result in or require the creation of any
     Adverse Claim upon or with respect to any of its properties (except for the
     transfer of the Originator's interest in the Transferred Receivables
     pursuant to this Agreement). Each of

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     the Transaction Documents to which the Originator is named as a party has
     been duly executed and delivered by the Originator.

          (c)  No authorization or approval or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     for the due execution, delivery and performance by the Originator of this
     Agreement or any other Transaction Documents to which it is a party, except
     for the filing of the financing statements referred to in Section 3.01 of
     the Receivables Purchase Agreement.

          (d)  Each of the Transaction Documents to which the Originator is a
     party constitutes the legal, valid and binding obligation of the Originator
     enforceable against the Originator in accordance with its terms, except as
     such enforceability may be limited by bankruptcy, insolvency,
     reorganization or similar laws affecting the enforcement of creditors'
     rights generally and by principles of equity, regardless of whether such
     enforceability is considered in a proceeding in equity or at law.

          (e)  Each sale and contribution of Receivables made pursuant to this
     Agreement will constitute a valid sale, transfer, and assignment of such
     Receivables to the Buyer, enforceable against creditors of, and purchasers
     from, the Originator. The Originator shall have no remaining property
     interest in any Transferred Receivable.

          (f)  (i)  The Originator has heretofore furnished to the Buyer and the
     Purchasers its consolidated balance sheet and statements of income,
     stockholders' equity and cash flows (x) for the fiscal years ending, and
     at, December 29, 2001 and December 28, 2002, and (y) as of and for the
     fiscal quarter and the portion of the fiscal year ended March 29, 2003. The
     financial statements described in clause (x) of this Section 4.01(f) were
     reported on by PricewaterhouseCoopers LLP for such fiscal years ending, and
     at, December 29, 2001 and December 28, 2002, and in clause (y) of this
     Section 4.01(f) were certified by the Originator's chief financial officer.
     Such financial statements present fairly, in all material respects, the
     financial position and results of operations and cash flows of the
     Originator and its consolidated Subsidiaries as of such dates and for such
     periods in conformity with GAAP, subject to year-end audit adjustments and
     the absence of footnotes in the case of the statements referred to in
     clause (y) above of this Section 4.01(f). The Originator has heretofore
     also furnished to the Purchasers its unaudited pro forma condensed
     consolidated statement of income, for its fiscal year ended December 28,
     2002, and for its fiscal quarter ended March 29, 2003 and its unaudited pro
     forma condensed consolidated balance sheet at March 29, 2003. Such pro
     forma financial statements comply, in all material respects, with the
     requirements of Article XI of Regulation S-X of the SEC.

               (ii)  Since December 28, 2002, there has been no change,
     occurrence or development that has had or could reasonably be expected to
     have a Material Adverse Effect.

          (g)  There are no actions, suits or proceedings by or before any
     Official Body pending against or, to the knowledge of the Executive
     Officers, threatened against or affecting the Originator or any of its
     Subsidiaries that (i) would reasonably be expected to

                                       11

<PAGE>

     be adversely determined, and (ii) if so determined either (x) would
     reasonably be expected, individually or in the aggregate, to result in a
     Material Adverse Effect or (y) seek to enjoin, unwind or otherwise
     materially and adversely affect the transactions contemplated by the
     Transaction Documents.

          (h)  No proceeds of any Purchase will be used for a purpose that
     violates or would be inconsistent with, Regulation T, U or X promulgated by
     the Board of Governors of the Federal Reserve System from time to time.

          (i)  No transaction contemplated hereby requires compliance with any
     bulk sales act or similar law.

          (j)  Immediately prior to each Purchase of Receivables hereunder, the
     Originator will be the owner of such Receivables and all Related Security
     with respect thereto, free and clear of any Adverse Claim (other than
     Adverse Claims created hereunder and under the Receivables Purchase
     Agreement). The Buyer has acquired a valid and perfected first priority
     ownership interest in each Transferred Receivable now existing or hereafter
     arising and in the Related Security and Collections with respect thereto,
     in each case free and clear of any Adverse Claim (other than Adverse Claims
     created hereunder and under the Receivables Purchase Agreement). No
     effective financing statement or other instrument similar in effect, is
     filed in any recording office listing the Originator as debtor, covering
     any Receivable, any interest therein, the Related Security or Collections
     except such as may be filed in favor of the Buyer in accordance with this
     Agreement. Prior to giving effect to any transfer hereunder, all
     Receivables were payable to the Originator as principal for its own
     account. The Originator has no obligation (whether pursuant to any
     contract, any requirement of Law or otherwise) to remit any Collections on
     the Receivables to any Pharmaceutical Plan or to any other Person, other
     than to the Buyer hereunder and to the Purchasers as provided in the
     Receivables Purchase Agreement.

          (k)  Each Servicer Report (if prepared by any Transaction Party or any
     of their respective Affiliates, or to the extent that information contained
     therein is supplied by any Transaction Party or an Affiliate), information,
     exhibit, financial statement, document, book, record or report furnished or
     to be furnished in writing at any time by or on behalf of any Transaction
     Party in connection with the Transaction Documents is or will be accurate
     in all material respects as of its date or (except as otherwise disclosed
     to the Buyer at such time) as of the date so furnished, and no such
     Servicer Report, information, exhibit, financial statement, document, book,
     record or report contains or will contain any untrue statement of a
     material fact or omits or will omit to state a material fact necessary in
     order to make the statements contained therein, in the light of the
     circumstances under which they were made, not misleading.

          (l)  The principal place of business and chief executive office of the
     Originator and the office where the Originator keeps its records concerning
     the Transferred Receivables are, and at all times during the past five (5)
     years have been, located at the address or addresses referred to in Section
     5.01(b) and in the officer's certificate of the Originator delivered to the
     Buyer on the Closing Date.

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<PAGE>

          (m)  The name and address of each Deposit Account Bank, together with
     the account number of each Deposit Account, are as specified in Exhibit A
     (as the same may be updated from time to time pursuant to Section 5.01(g)).

          (n)  In the past five (5) years, the Originator has not used any
     corporate name, tradename or doing-business-as name other than the name in
     which it has executed this Agreement and the other names listed on Exhibit
     C. The Originator's Federal Employer Identification Number is 22-3461740.

          (o)  The Originator is not, and is not controlled by, an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended.

          (p)  (i) The fair value of the property of the Originator is greater
     than the total amount of liabilities, including contingent liabilities, of
     the Originator, (ii) the present fair salable value of the assets of the
     Originator is not less than the amount that will be required to pay all
     probable liabilities of the Originator on its debts as they become absolute
     and matured, (iii) the Originator does not intend to, and does not believe
     that it will, incur debts or liabilities beyond the Originator's abilities
     to pay such debts and liabilities as they mature and (iv) the Originator is
     not engaged in a business or a transaction, and is not about to engage in a
     business or a transaction, for which the Originator's property would
     constitute unreasonably small capital.

          (q)  Each Receivable treated as or represented to be an Eligible
     Receivable on any date (including without limitation, for purposes of
     calculating the Net Receivables Balance under the Receivables Purchase
     Agreement) shall be an Eligible Receivable on such date.

          (r)  All Obligors have been instructed to remit all their payments in
     respect of Receivables directly to a Deposit Account with respect to which
     a duly executed Control Agreement is in full force and effect or will be in
     full force and effect within 30 days of the Closing Date.

          (s)  The transfers of Transferred Receivables by the Originator to the
     Buyer pursuant to this Agreement, and all other transactions between the
     Originator and the Buyer, have been and will be made in good faith and
     without intent to hinder, delay or defraud creditors of the Originator.

          (t)  No ERISA Event has occurred or is reasonably expected to occur
     that, when taken together with all other such ERISA Events for which
     liability is reasonably expected to occur, has resulted, or could
     reasonably be expected to result, in a Material Adverse Effect. The
     Originator and its ERISA Affiliates have fulfilled their respective
     obligations under the minimum funding standards of ERISA and the IRC with
     respect to each Plan and are in compliance in all material respects with
     the presently applicable provisions of ERISA and the IRC and have not
     incurred any liability to the PBGC (other than to make contributions, pay
     annual PBGC premiums or pay out benefits in the ordinary course of
     business) and none of the foregoing has resulted, or would reasonably be
     expected to result, in a Material Adverse Effect.

                                       13

<PAGE>

          (u)  No event has occurred and is continuing and no condition exists
     which constitutes a Termination Event or Incipient Termination Event.

                              ARTICLE V. COVENANTS

          SECTION 5.01. Covenants of the Originator. From the date hereof until
the first day following the Termination Date on which all of the Transferred
Receivables are either collected in full or are written off in accordance with
the Credit and Collection Policy, the Originator covenants and agrees as
follows:

          (a)  Compliance with Laws, Etc. The Originator will comply in all
     respects with all applicable Laws and preserve and maintain its corporate
     existence, rights, franchises, qualifications and privileges except to the
     extent that the failure so to comply with such Laws or the failure so to
     preserve and maintain such rights, franchises, qualifications, and
     privileges would not reasonably be expected to have a Material Adverse
     Effect.

          (b)  Offices, Records and Books of Account. The Originator will keep
     its principal place of business and chief executive office and the office
     where it keeps its records concerning the Receivables at (i) the address of
     the Originator specified in Section 9.02 as of the date of this Agreement
     or (ii) upon 30 days' prior written notice to the Buyer, at any other
     locations in jurisdictions where all actions reasonably requested by the
     Buyer to protect and perfect the Buyer's interest in the Receivables have
     been taken and completed. The Originator also will maintain and implement
     administrative and operating procedures (including without limitation, an
     ability to recreate records evidencing Receivables and related Contracts in
     the event of the destruction of the originals thereof), and keep and
     maintain all documents, books, records and other information reasonably
     necessary or advisable for the collection of all Receivables (including,
     without limitation, records adequate to permit the daily identification of
     each Receivable and all Collections of and adjustments to each existing
     Receivable). The Originator shall make a notation in its books and records,
     including its computer files, to indicate which Receivables have been sold
     or contributed to the Purchaser hereunder.

          (c)  Performance and Compliance with Contracts and Credit and
     Collection Policy. The Originator will, at its expense, (i) timely and
     fully perform and comply in all material respects with all provisions,
     covenants and other promises required to be observed by it under the
     Contracts related to the Receivables, and (ii) timely and fully comply in
     all material respects with the Credit and Collection Policy in regard to
     each Receivable and the related Contracts.

          (d)  Sales, Liens, Etc. Except for the sales and contributions of
     Receivables contemplated herein, the Originator will not sell, assign (by
     operation of law or otherwise) or otherwise dispose of, or create or suffer
     to exist any Adverse Claim (other than Adverse Claims created hereunder and
     under the Receivables Purchase Agreement) upon or with respect to, any
     Receivable, Related Security, related Contract or Collections, or upon or
     with respect to any Deposit Account, or assign any right to receive income
     in respect thereof.

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<PAGE>

          (e)  Extension or Amendment of Receivables and Contracts. The
     Originator will not extend, amend or otherwise modify the terms of any
     Receivable except, in its capacity as Servicer, to the extent permitted
     under Section 6.02(c) of the Receivables Purchase Agreement. The Originator
     shall not amend, modify or waive any term or condition of any Contract,
     unless such amendment, modification or waiver (i) is made in accordance
     with the Credit and Collection Policy and (ii) could not reasonably be
     expected to cause any existing Receivable to cease to be an Eligible
     Receivable or otherwise have a Material Adverse Effect.

          (f)  Change in Business or Credit and Collection Policy. The
     Originator will not make any change in the character of its business or in
     the Credit and Collection Policy, except for any such change that would not
     (i) impair the collectibility of any Receivables in any material respect or
     (ii) otherwise be reasonably likely to have a Material Adverse Effect.

          (g)  Change in Payment Instructions to Obligors. The Originator will
     not add or terminate any Deposit Account from those listed on Exhibit A to
     this Agreement, or make any change in its instructions to Obligors
     regarding payments to be made in respect of the Receivables or payments to
     be made to the Deposit Accounts, unless the Buyer shall have received
     notice of such addition, termination or change (including an updated
     Exhibit A) and a fully executed Control Agreement with respect to each new
     Deposit Account. Each Deposit Account shall be maintained in the name of
     the Buyer.

          (h)  Deposits to the Deposit Accounts. The Originator will instruct
     all Obligors to remit all their payments in respect of the Receivables into
     the Deposit Accounts directly by wire transfer or electronic funds transfer
     to the relevant Deposit Account Bank. If the Originator shall receive any
     Collections directly, the Originator or the Servicer, as the case may be,
     shall promptly (and in any event within one Business Day) cause such
     Collections to be either (i) deposited into a Deposit Account or (ii) in
     the case of checks received by the Originator or the Servicer, mail to a
     Deposit Account Bank for deposit into a Deposit Account. The Originator and
     the Servicer will not permit funds which do not constitute Collections of
     Receivables from being deposited into any Deposit Account.

          (i)  Marking of Records. At its expense, the Originator will mark its
     master data processing records evidencing Receivables with a legend
     evidencing that Transferred Receivables and the related Contracts have been
     sold in accordance with this Agreement.

          (j)  Audits. The Originator will, from time to time during regular
     business hours as requested by the Buyer or its assigns upon reasonable
     prior notice and at the Originator's expense, permit the Buyer, or its
     agents, representatives or assigns (including independent public
     accountants), (i) to conduct periodic audits of the Receivables, the
     Related Security and the related Contracts, books and records and
     collections systems of the Originator, (ii) to examine and make copies of
     and abstracts from all books, records and documents (including, without
     limitation, computer tapes and disks) in the possession or under the
     control of the Originator relating to Receivables and

                                       15

<PAGE>

     the Related Security, including, without limitation, the Contracts, and
     (iii) to visit the offices and properties of the Originator for the purpose
     of examining such materials described in clause (ii) above, and to discuss
     matters relating to Receivables and the Related Security or the
     Originator's performance under the Transaction Documents or under the
     Contracts with any of the officers or employees of the Originator having
     knowledge of such matters. The Buyer shall use commercially reasonably
     efforts to minimize the disruption to the Originator's business in
     connection with any such audit, examination or visit.

          (k)  Further Assurances; Change in Name or Jurisdiction of
     Origination, etc. (i) The Originator agrees from time to time, at its
     expense, promptly to execute and deliver all further instruments and
     documents, and to take all further actions, that may be necessary or
     desirable, or that the Buyer or its assignee may reasonably request, to
     perfect, protect or more fully evidence the Buyer's ownership of the
     Transferred Receivables and/or the Buyer's security interest in the
     property described in Section 2.08, or to enable the Buyer or its assignee
     to exercise and enforce its respective rights and remedies under this
     Agreement. Without limiting the foregoing, the Originator will, upon the
     request of the Buyer or its assignee, (A) execute and file such financing
     or continuation statements, or amendments thereto, and such other
     instruments and documents, that may be necessary or desirable or that the
     Buyer or its assignee may reasonably request to perfect, protect or
     evidence the Buyer's ownership of such Receivables and/or such security
     interest; and (B) following the occurrence and during the continuation of a
     Termination Event or an Incipient Termination Event, deliver to the Buyer
     copies of the invoices evidencing the Transferred Receivables (which
     delivery may be made in electronic form).

               (ii)   The Originator authorizes the Buyer or its assignee to
     file financing or continuation statements, and amendments thereto and
     assignments thereof, relating to the Receivables and the Related Security,
     the related Contracts and the Collections with respect thereto without the
     signature of the Originator. A photocopy or other reproduction of this
     Agreement shall be sufficient as a financing statement where permitted by
     law.

               (iii)  The Originator shall perform its obligations under the
     Contracts related to the Transferred Receivables to the same extent as if
     the Transferred Receivables had not been sold or transferred.

               (iv)   The Originator shall not change its jurisdiction of
     organization unless (i) the Buyer shall have received at least thirty (30)
     days advance written notice of such change and all action by Originator
     necessary or appropriate to perfect or maintain the perfection of the
     Buyer's interest in the Receivables (including, without limitation, the
     filing of all financing statements and the taking of such other action as
     the Buyer may request in connection with such change) shall have been duly
     taken and (ii) the new jurisdiction of organization is a State within the
     United States of America.

               (v)    The Originator will not change its name, identity or
     corporate structure or tax identification number or relocate its chief
     executive office or the office at

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<PAGE>

     which any records relating to the Receivables are maintained unless the
     Buyer shall have received at least thirty (30) days advance written notice
     of such change or relocation and all action by Originator necessary or
     appropriate to perfect or maintain the perfection of the Buyer's interest
     in the Receivables (including, without limitation, the filing of all
     financing statement amendments and the taking of such other action as the
     Buyer may request in connection with such change or relocation) shall have
     been duly taken.

          (l)  Reporting Requirements. The Originator will provide or cause to
     be provided to the Buyer and the Administrative Agent the following:

               (i)    not later than the earlier of (i) 100 days after the end
     of each fiscal year of the Originator and (ii) 5 Business Days after the
     filing thereof with the SEC, (A) the audited consolidated balance sheet of
     the Originator and related consolidated statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on by PricewaterhouseCoopers LLP or other
     independent public accountants of recognized national standing (without a
     "going concern" or like qualification or exception and without any
     qualification or exception as to the scope of such audit) to the effect
     that such consolidated financial statements present fairly in all material
     respects the financial condition and results of operations of the
     Originator and its consolidated Subsidiaries on a consolidated basis, as of
     such dates and for such periods, in conformity with GAAP; provided,
     however, that delivery within the time frame specified above of copies of
     the Originator's Annual Report on Form 10-K filed with the SEC shall
     satisfy the requirement for the delivery of the Originator's financial
     statements set forth in this clause (i);

               (ii)   not later than the earlier of (i) 55 days after the end of
     each of the first three fiscal quarters of each fiscal year of the
     Originator and (ii) 5 Business Days after the filing thereof with the SEC,
     the unaudited consolidated balance sheet of the Originator and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such fiscal quarter and the then elapsed portion of the fiscal
     year, setting forth in each case in comparative form the figures for the
     corresponding period or periods of (or, in the case of the balance sheet,
     as of the end of) the previous fiscal year, all certified by one of its
     Financial Officers as presenting fairly in all material respects the
     financial condition and results of operations of the Originator and its
     consolidated Subsidiaries, on a consolidated basis, as of such dates and
     for such periods, in conformity with GAAP, subject to normal year-end audit
     adjustments and the absence of footnotes; provided, however, that delivery
     within the time frame specified above of copies of Originator's Quarterly
     Report on Form 10-Q filed with the SEC shall satisfy the requirements for
     the delivery of the Originator's financial statements set forth in this
     clause (ii);

               (iii)  at the time of the delivery of the financial statements
     provided for in clause (i) or clause (ii) of this Section 5.01(l), a
     certificate of a Financial Officer of the Originator (A) certifying that,
     to the best of such officer's knowledge, no Termination Event or Incipient
     Termination Event has occurred and is continuing or, if any Termination
     Event or Incipient Termination Event has occurred and is continuing,

                                       17

<PAGE>

     specifying the nature and extent thereof and (B) demonstrating, in
     reasonable detail, compliance with the financial ratios or requirements set
     forth in Schedule V to the Receivables Purchase Agreement;

               (iv)   as soon as possible and in any event within one Business
     Day after obtaining knowledge of the occurrence of each Termination Event
     or Incipient Termination Event, a statement of a Financial Officer of the
     Originator setting forth details of such Termination Event or Incipient
     Termination Event and the action that the Originator has taken and proposes
     to take with respect thereto;

               (v)    promptly upon a Financial Officer becoming aware thereof,
     notice of the occurrence of any ERISA Event that, alone or together with
     any other ERISA Events that have occurred and are then outstanding, would
     reasonably be expected to result in liability of the Originator and its
     Subsidiaries in an aggregate amount exceeding $5,000,000;

               (vi)   at least thirty (30) days prior to any change in the name,
     jurisdiction of organization, corporate structure or tax identification
     number of any Transaction Party, a notice setting forth the new name,
     jurisdiction of organization, corporate structure or tax identification
     number, as applicable, and the effective date thereof;

               (vii)  promptly upon learning thereof, notice of any downgrade in
     the Debt Rating (or the withdrawal by either S&P or Moody's of a Debt
     Rating) of any Transaction Party, setting forth the Indebtedness affected
     and the nature of such change (or withdrawal);

               (viii) promptly after the occurrence thereof any pending or
     threatened litigation or other event or condition that has had, or could
     reasonably be expected to have, a Material Adverse Effect;

               (ix)   promptly upon learning thereof, and in any event no later
     than the effective date thereof, notice of any amendment, waiver,
     termination or other modification to, or replacement or substitution for,
     the Revolving Credit Agreement;

               (x)    as soon as possible and in any event within one Business
     Day after obtaining knowledge of any event or circumstance described in any
     of clauses (ii), (iii) or (iv) of the definition of "Rebate Conditions," a
     statement of an Executive Officer of the Originator setting forth in
     reasonable detail the nature of such event or circumstance;

               (xi)   promptly upon the occurrence thereof, notice of any
     amendment to the Credit and Collection Policy; and

               (xii)  such other information respecting the Transferred
     Receivables or the condition or operations, financial or otherwise, of the
     Originator (including, without limitation, information regarding any
     pending or threatened litigation) as the Buyer may from time to time
     reasonably request.

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<PAGE>

          (m)  Separate Conduct of Business. The Originator will, and will cause
     each of its Affiliates (other than the Buyer) to: (i) maintain separate
     corporate records and books of account from those of the Buyer; (ii)
     conduct its business from an office separate from that of the Buyer; (iii)
     ensure that all oral and written communications, including without
     limitation, letters, invoices, purchase orders, contracts, statements and
     applications, will not be made in the name of the Buyer; (iv) have
     stationery and other business forms separate from those of the Buyer; (v)
     not hold itself out as having agreed to pay, or as being liable for, the
     obligations of the Buyer; (vi) not engage in any transaction with the Buyer
     except as contemplated by this Agreement or the Receivables Purchase
     Agreement; (vii) continuously maintain as official records the resolutions,
     agreements and other instruments underlying the transactions contemplated
     by this Agreement and (viii) insure that any consolidated financial
     statements of the Originator that are filed with the Securities and
     Exchange Commission or any other Official Body or are furnished to any
     creditors of the Originator have notes clearly stating that (A) the Buyer
     is the owner of the Transferred Receivables and is a separate entity and
     (B) the Buyer's assets will be available first and foremost to satisfy the
     claims of the creditors of the Buyer. In addition, the Originator shall
     take, or refrain from taking, as the case may be, all other actions that
     are necessary to be taken or not to be taken in order to (x) ensure that
     the assumptions and factual recitations set forth in the Specified
     Bankruptcy Opinion Provisions remain true and correct in all material
     respects with respect to the Originator and (y) comply in all material
     respects with those procedures described in such provisions which are
     applicable to the Originator.

          (n)  Taxes. The Originator will file all material tax returns and
     reports required by law to be filed by it and will promptly pay all taxes
     and governmental charges at any time owing, except such as are being
     contested in good faith by appropriate proceedings and for which
     appropriate reserves have been established in conformity with GAAP. The
     Originator will pay when due any taxes payable in connection with the
     Receivables excluding taxes on or measured by income or gross receipts of
     the Administrative Agent, the Managing Agents, the Purchasers and the
     Buyer.

          (o)  Treatment as Sales. The Originator shall not account for or treat
     (whether in financial statements or otherwise) the transactions
     contemplated by this Agreement in any manner other than as a sale and/or
     absolute conveyance of Receivables by the Originator to the Buyer.

                    ARTICLE VI. ADMINISTRATION AND COLLECTION

          SECTION 6.01. Designation of Servicer. Consistent with the Buyer's
ownership interest in the Transferred Receivables, the Originator acknowledges
and agrees that the servicing, administration and collection of the Transferred
Receivables shall be the responsibility and right of the Buyer. The Buyer has
advised the Originator that the servicing, administration and collection of the
Transferred Receivables shall be conducted by the Person designated as the
Servicer pursuant to the Receivables Purchase Agreement from time to time. The
Buyer has requested the Originator to, and the Originator has agreed that it
will, act as the initial Servicer. All references to the Originator hereunder
shall include the Originator in its

                                       19

<PAGE>

capacity as Servicer under the Receivables Purchase Agreement until a successor
Servicer is appointed thereunder.

          SECTION 6.02.  Certain Rights of the Buyer. (a) The Originator hereby
transfers to the Buyer (and its assigns and designees) the exclusive ownership
and control of the Deposit Accounts and the Originator shall take any further
action that the Buyer may reasonably request to effect or further evidence such
transfer.

          (b)  At any time following the occurrence and during the continuation
of a Termination Event or a Rating Level 4 Period:

               (i)    The Originator shall, upon the Buyer's request and at the
     Originator's expense, give notice of the Buyer's interest to each Obligor
     of Receivables and direct that payments of all amounts payable under the
     Receivables be made directly to the Buyer or its designee.

               (ii)   At the Buyer's request and at the Originator's expense,
     the Originator shall (A) assemble all of the documents, instruments and
     other records (including, without limitation, computer tapes and disks)
     that evidence or relate to the Receivables, and the related Contracts and
     Related Security, or that are otherwise necessary or desirable to collect
     the Receivables, and shall make the same available to the Buyer at a place
     selected by the Buyer or its designee, and (B) segregate all cash, checks
     and other instruments received by it from time to time constituting
     Collections of Receivables in a manner acceptable to the Buyer and,
     promptly upon receipt, remit all such cash, checks and instruments, duly
     indorsed or with duly executed instruments of transfer, to the Buyer or its
     designee. The Buyer shall also have the right to make copies of all such
     documents, instruments and other records at any time.

          (c)  The Originator authorizes each of the Buyer and the
Administrative Agent, and hereby irrevocably appoints each of the Buyer and the
Administrative Agent as its attorney-in-fact coupled with an interest, with full
power of substitution and with full authority in place of the Originator,
following the occurrence and during the continuation of a Termination Event or a
Rating Level 4 Period, to take any and all steps in the Originator's name and on
behalf of the Originator, that are necessary or desirable, in the determination
of the Buyer or the Administrative Agent, to collect amounts due under the
Receivables, including, without limitation, endorsing the Originator's name on
checks and other instruments representing Collections of Receivables and
enforcing the Receivables and the Related Security and related Contracts.

          SECTION 6.03.  Rights and Remedies. (a) If the Originator (as Servicer
or otherwise) fails to perform any of its obligations under this Agreement, the
Buyer may (but shall not be required to) cause performance of, such obligation,
and the costs and expenses of the Buyer reasonably incurred in connection
therewith shall be payable by the Originator.

          (b)  The Originator (as Servicer or otherwise) shall perform all of
its obligations under the Contracts related to the Receivables to the same
extent as if the Originator had not sold or contributed Receivables hereunder,
and the exercise by the Buyer of its rights

                                       20

<PAGE>

hereunder shall not release the Originator (as Servicer or otherwise) from any
of its duties or obligations with respect to any Receivables or the related
Contracts. The Buyer shall not have any obligation or liability with respect to
any Receivables or related Contracts, nor shall the Buyer be obligated to
perform any of the obligations of the Originator (as Servicer or otherwise)
thereunder.

          (c)  The Originator shall cooperate with the Servicer in collecting
amounts due from Obligors in respect of the Receivables.

          SECTION 6.04.  Transfer of Records to Buyer. Each Purchase hereunder
shall include the transfer to the Buyer of all of the Originator's right and
title to and interest in the records relating to such Receivables and shall
include an irrevocable non-exclusive license to the use of the Originator's
computer software system (other than third party proprietary software which is
not included in the Related Security or which is subject to license agreements
that require additional payments by the Originator or its Affiliates for access
thereto by Persons other than the Originator) to access and create such records.
Such license shall be without royalty or payment of any kind, is coupled with an
interest, and shall be irrevocable until all of the Transferred Receivables are
either collected in full or are written off as uncollectible.

          To the extent that (i) direct on-line access by the Buyer to the
computer files and third-party proprietary software subject to license
agreements would require additional payments for access thereto by the Buyer or
is prohibited by such license agreements and (ii) the Originator is no longer
the Servicer, the Originator hereby agrees to download, prepare and distribute,
promptly and effectively, all data relating to the Receivables in usable form as
reasonably requested by the Buyer and its assigns from time to time. If the
Originator fails to produce such data in a prompt and effective manner, the
Buyer and its assigns may have access to such third-party software to create
such records, and the Originator shall incur and pay such additional license
costs and expenses with respect to the granting of such access.

          The Originator shall take such action requested by the Buyer, from
time to time hereafter, that may be necessary or appropriate to ensure that the
Buyer has an enforceable ownership interest in the records relating to the
Transferred Receivables and rights (whether by ownership, license or
sublicense), to the extent provided in the first and second paragraphs of this
Section 6.04, to the use of the Originator's computer software system to access
and create such records.

          In recognition of the Originator's need to have access to the records
transferred to the Buyer hereunder, the Buyer hereby grants to the Originator an
irrevocable license to access such records in connection with any activity
arising in the ordinary course of the Originator's business or in performance of
its duties as Servicer; provided, however, that (i) the Originator shall not
disrupt or otherwise interfere with the Buyer's use of and access to such
records during such license period, (ii) the Originator consents to the
assignment and delivery of the records (including any information contained
therein relating to the Originator or its operations) to any assignees or
transferees of the Buyer and (iii) access to proprietary third-party software
shall be subject to the first and second paragraphs of this Section 6.04.

                                       21

<PAGE>

                         ARTICLE VII. TERMINATION EVENTS

          SECTION 7.01.  Termination Events. If any of the following events
(each a "Termination Event") shall occur and be continuing:

          (a)  any Transaction Party shall fail to make any payment or deposit
required to be made by it hereunder or under any of the Transaction Documents
when due hereunder or thereunder and such failure shall remain unremedied for
one Business Day; or

          (b)  any representation, warranty, certification or statement made by
any Transaction Party in this Agreement, any other Transaction Document to which
it is a party or in any other document delivered pursuant hereto or thereto
shall prove to have been incorrect in any material respect (or, to the extent
any such representation or warranty is qualified by materiality or Material
Adverse Effect, such representation or warranty shall prove to have been
incorrect in any respect, subject only to the materiality or Material Adverse
Effect qualification set forth therein) when made or deemed made; or

          (c)  any Transaction Party shall fail to perform or observe (i) any
term, covenant or agreement contained in Section 5.01(a) (as to maintenance of
existence only), 5.01(d) or 5.01(l)(iv) of this Agreement or (ii) any other
term, covenant or agreement contained in this Agreement or any other Transaction
Document on its part to be performed or observed and, solely in the case of this
clause (ii), such failure shall remain unremedied for ten (10) days after such
Transaction Party has knowledge or receives notice thereof; or

          (d)  (i) the Originator or any of its Subsidiaries shall fail to make
any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable; or (ii) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity, other than at the
election of the Originator or any Subsidiary, or that, subject to any applicable
grace period, enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided, however, that this clause
(d)(ii) shall not apply to secured Indebtedness that becomes due as a result of
the voluntary sale or transfer of the property or assets securing such
Indebtedness; or

          (e)  any Event of Bankruptcy shall occur with respect to any
Transaction Party; or

          (f)  the Buyer shall, for any reason, fail or cease to have good
marketable title to the Receivables and Related Security and Collections with
respect thereto, free and clear of any Adverse Claims (other than Adverse Claims
created hereunder and under the Receivables Purchase Agreement); or

          (g)  any Change of Control shall occur; or

          (h)  there shall have occurred since the Closing Date any event or
condition which has had or could reasonably be expected to have a material
adverse effect on (A) the

                                       22

<PAGE>

ability of the Buyer or the Originator to perform its obligations under the
Transaction Documents or (B) the collectibility of the Receivables; or

          (i)  any Transaction Party receives notice or becomes aware that (i) a
notice of federal tax lien has been filed against any Transaction Party or (ii)
a notice of lien has been filed against any Transaction Party under Section
412(n) of the IRC or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 412(n) of the IRC or
Section 302(f) of ERISA applies; or

          (j)  one or more judgments for the payment of money in an aggregate
amount in excess of $25,000,000 (except in each case to the extent covered by
insurance or other right of reimbursement or indemnification), or which have or
would reasonably be expected to have a Material Adverse Effect, shall be
rendered against the Originator, any Subsidiary or any combination thereof and
the same shall remain undischarged for a period of 60 consecutive days during
which execution shall not be effectively stayed or bonded pending appeal;

then, and in any such event, the Buyer may, in its discretion, declare the
Termination Date to have occurred upon notice to the Originator (in which case
the Termination Date shall be deemed to have occurred); provided, however, that,
automatically upon the occurrence of any Event of Bankruptcy with respect to any
Transaction Party (without any requirement for the giving of notice), the
Termination Date shall occur. Upon any such declaration or upon such automatic
termination, the Buyer and its assigns shall have, in addition to the rights and
remedies which it may have under this Agreement, all other rights and remedies
provided after default under the UCC and under other applicable law, which
rights and remedies shall be cumulative.

                          ARTICLE VIII. INDEMNIFICATION

          SECTION 8.01.  Indemnities by the Originator. Without limiting any
other rights that the Buyer and its assigns (each, an "Indemnified Party") may
have hereunder or under applicable law, the Originator hereby agrees to
indemnify each Indemnified Party from and against any and all damages, losses,
claims, liabilities, deficiencies, costs, disbursements and expenses, including,
without limitation, interest, penalties, amounts paid in settlement and
reasonable attorneys' fees (all of the foregoing being collectively referred to
as "Indemnified Amounts") arising out of or resulting from any of the following
(excluding, however, (a) Indemnified Amounts to the extent a final
non-appealable judgment of a court of competent jurisdiction finds that such
Indemnified Amounts resulted from gross negligence or willful misconduct on the
part of such Indemnified Party and (b) any income, franchise, profits, branch
profits or similar taxes incurred by such Indemnified Party arising out of or as
a result of this Agreement or the ownership of Transferred Receivables):

               (i)    any Receivable which any Transaction Party represents to
     be or treats as an Eligible Receivable but which is not an Eligible
     Receivable as of the date of such representation or treatment;

               (ii)   any representation or warranty certification, report or
     other statement made or deemed made by any Transaction Party (or any of
     their respective

                                       23

<PAGE>

     officers) under or in connection with this Agreement or any of the other
     Transaction Documents which shall have been incorrect in any respect when
     made;

               (iii)  the failure by any Transaction Party to comply with any
     applicable Law with respect to any Receivable or the related Contract; or
     the failure of any Receivable or the related Contract to conform to any
     such applicable Law;

               (iv)   the failure to vest in the Buyer absolute ownership of
     each Transferred Receivable and the Related Security and Collections in
     respect thereof, free and clear of any Adverse Claim;

               (v)    the failure to have filed, or any delay in filing,
     financing statements or other similar instruments or documents under the
     UCC of any applicable jurisdiction or other applicable laws with respect to
     any Receivables and the Related Security and Collections in respect
     thereof, whether at the time of any Purchase or at any subsequent time;

               (vi)   any dispute, claim or defense (other than discharge in
     bankruptcy) of an Obligor to the payment of any Receivable (including,
     without limitation, a defense based on such Receivable or the related
     Contract not being a legal, valid and binding obligation of such Obligor
     enforceable against it in accordance with its terms), or any other claim
     relating to any Contract or relating to billing or collection activities
     with respect to any such Contract or any Receivable (if such billing or
     collection activities were performed by the Originator or any of its
     Affiliates acting as Servicer) or relating to any Contract related thereto;

               (vii)  any failure of any Transaction Party to perform its duties
     or obligations in accordance with the provisions hereof and each other
     Transaction Document or to perform its duties or obligations under the
     Contracts or to timely and fully comply in all respects with the Credit and
     Collection Policy in regard to each Receivable and the related Contract;

               (viii) any products liability, environmental or other claim
     arising out of or in connection with merchandise, goods or services which
     are the subject of any Contract or the sale of which gave rise to any
     Receivable;

               (ix)   the commingling of Collections of Transferred Receivables
     at any time with other funds;

               (x)    any investigation, litigation or proceeding (actual or
     threatened) related to this Agreement or any other Transaction Document or
     the use of proceeds of Purchases or the ownership of Transferred
     Receivables or in respect of any Receivable or Related Security or
     Contract;

               (xi)   any Receivable becoming a Diluted Receivable or any other
     setoff with respect to any Receivable;

                                       24

<PAGE>

               (xii)  any claim brought by any Person other than an Indemnified
     Party arising from any activity by the Originator or any Affiliate of the
     Originator in servicing, administering or collecting any Receivable; or

               (xiii) the failure by any Transaction Party to pay when due any
     taxes, including, without limitation, sales, excise or personal property
     taxes.

          Notwithstanding anything to the contrary in this Agreement, solely for
purposes of the Originator's indemnification obligations pursuant to clauses
(ii) and (vii) of this Article VIII, any representation, warranty or covenant
qualified by the occurrence or non-occurrence of a Material Adverse Effect or
similar concepts of materiality shall be deemed to be not so qualified. It is
expressly agreed and understood by the parties hereto (x) that the foregoing
indemnification is not intended to, and shall not, constitute a guarantee of
collectibility or payment of the Receivables and (y) that nothing in this
Section 8.01 shall require the Originator to indemnify any Person for
Receivables that are not collected, not paid or uncollectible solely on account
of the insolvency, bankruptcy, or financial inability to pay of the applicable
Obligor except to the extent of any Indemnified Amounts arising from the
improper characterization of any such Receivables as Eligible Receivables.

                            ARTICLE IX. MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc. No amendment or waiver of any
provision of this Agreement or consent to any departure by the Originator
therefrom shall be effective unless in a writing signed by the Buyer and the
Administrative Agent and, in the case of any amendment, also signed by the
Originator, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. No
failure on the part of the Buyer to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.

          SECTION 9.02.  Notices, Etc. All notices and other communications
hereunder shall, unless otherwise stated herein, be in writing (which shall
include facsimile communication) and be faxed or delivered, to each party
hereto, at its address set forth below or at such other address as shall be
designated by such party in a written notice to the other parties hereto:

          If to the Originator:

          Medco Health Solutions, Inc.
          100 Parsons Pond Drive
          Franklin Lakes, New Jersey 07417
          Attention: General Counsel
          Telecopy: (201) 269-1225

          If to the Buyer

          Medco Health Receivables, LLC

                                       25

<PAGE>

          100 Parsons Pond Drive, Mail Stop F1-5b
          Franklin Lakes, New Jersey 07417
          Attention: President
          Telecopy: (201) 269-1225

          Notices and communications by facsimile shall be effective when sent
(and shall be followed by hard copy sent by regular mail), and notices and
communications sent by other means shall be effective when received.

          SECTION 9.03.  Assignability; Binding Effect. (a) This Agreement shall
be binding upon and inure to the benefit of the Originator, the Buyer and their
respective successors and assigns; provided, however, that the Originator may
not assign its rights or obligations hereunder or any interest herein without
the prior written consent of the Buyer. The Buyer may assign all or any part of
its rights and obligations hereunder without the consent of the Originator. In
connection with any sale or assignment by the Buyer of all or a portion of the
Transferred Receivables, the purchaser or assignee, as the case may be, shall,
to the extent of its purchase or assignment, have all rights of the Buyer under
this Agreement (as if such purchaser or assignee, as the case may be, were the
Buyer hereunder) subject to the terms of the agreement between the Buyer and
such purchaser or assignee, as the case may be.

          (b)  This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the Termination Date, when all
of the Transferred Receivables are either collected in full or are written off
as uncollectible in accordance with the Credit and Collection Policy; provided,
however, that rights and remedies with respect to any breach of any
representation and warranty made by the Originator pursuant to Article IV and
the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall be
continuing and shall survive any termination of this Agreement.

          SECTION 9.04.  Costs, Expenses and Taxes. (a) In addition to the
rights of indemnification granted to the Buyer pursuant to Article VIII hereof,
the Originator agrees to pay on demand all reasonable costs and expenses in
connection with the preparation, execution, delivery and administration of this
Agreement and the other documents and agreements to be delivered hereunder,
including, without limitation, (i) the reasonable fees and out-of-pocket
expenses of counsel for the Buyer with respect thereto and with respect to
advising the Buyer as to its rights and remedies under this Agreement; (ii) all
reasonable fees and expenses associated with any audits and other due diligence
conducted prior to or after the Closing Date and (iii) any amendments, waivers
or consents under the Transaction Documents. In addition, the Originator agrees
to pay all costs and expenses, if any (including reasonable counsel fees and
expenses), in connection with the enforcement of this Agreement and the other
documents to be delivered hereunder.

          (b)  In addition, the Originator agrees to pay any and all stamp and
other taxes and fees payable in connection with the execution, delivery, filing
and recording of this Agreement or the other documents or agreements to be
delivered hereunder, and the Originator agrees to save each Indemnified Party
harmless from and against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

                                       26

<PAGE>

          SECTION 9.05.  No Proceedings. The Originator hereby agrees that it
will not institute against, or join any other Person in instituting against, the
Buyer any proceeding of the type referred to in the definition of "Event of
Bankruptcy" in the Receivables Purchase Agreement so long as there shall not
have elapsed one year plus one day since the later of (i) the Final Payout Date
and (ii) the date on which all of the Transferred Receivables are either
collected in full or are written off in accordance with the Credit and
Collection Policy.

          SECTION 9.06.  GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT
THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE PERFECTION AND THE
EFFECT OF PERFECTION OR NON-PERFECTION OF THE BUYER'S OWNERSHIP OF OR SECURITY
INTEREST IN THE RECEIVABLES OR OTHER ASSETS ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          SECTION 9.07.  Third Party Beneficiary. Each of the parties hereto
hereby acknowledges that the Buyer may assign all or any portion of its rights
under this Agreement and that such assignees may (except as otherwise agreed to
by such assignees) further assign their rights under this Agreement, and the
Originator hereby consents to any such assignments. All such assignees,
including parties to the Receivables Purchase Agreement in the case of
assignment to such parties, shall be third party beneficiaries of, and shall be
entitled to enforce the Buyer's rights and remedies under, this Agreement to the
same extent as if they were parties hereto, subject to the terms of their
agreement with the Buyer. Without limiting the generality of the foregoing, the
Originator hereby acknowledges that the Buyer has granted a security interest in
all its rights, remedies and powers under this Agreement to the Administrative
Agent pursuant to the Receivables Purchase Agreement. The Originator agrees that
the Administrative Agent (for the benefit of the Purchasers under the
Receivables Purchase Agreement) shall, subject to the terms of the Receivables
Purchase Agreement, have the right to enforce this Agreement and to exercise
directly all of the Buyer's rights and remedies under this Agreement (including,
without limitation, the right to give or withhold any consents or approvals of
the Buyer to be given or withheld hereunder), and the Originator agrees to
cooperate fully with the Administrative Agent in the exercise of such rights,
remedies and powers. The Originator further agrees to give to the Administrative
Agent copies of all notices and reports it is required to give to the Buyer
hereunder. Notwithstanding anything herein to the contrary, no declaration of
the Termination Date, and no other amendment, waiver, consent or other
modification made or granted hereunder, shall in any case be effective unless
the same shall have been made or granted by, or approved in writing by, the
Administrative Agent acting with the consent, or at the direction, of each
Managing Agent and the Majority Committed Purchasers.

          SECTION 9.08.  Restriction on Payments. (a) Notwithstanding anything
in this Agreement or elsewhere to the contrary, the Originator agrees that any
indebtedness, obligation or claim it may from time to time hold or otherwise
have (including, without limitation, any obligation or claim in respect of the
Subordinated Note) against the Buyer or any

                                       27

<PAGE>

assets or properties of the Buyer, whether arising hereunder or otherwise
existing (each a "Buyer Obligation"), shall be paid solely out of funds
available to the Buyer pursuant to the Receivables Purchase Agreement and then
only to the extent such payment is permitted by the terms of the Receivables
Purchase Agreement. Without limiting the generality of the foregoing, the
Originator acknowledges and agrees that pursuant to Section 5.01(o) of the
Receivables Purchase Agreement no Restricted Payments may be made to the
Originator at any time (i) that a Termination Event or Incipient Termination
Event has occurred and is continuing or (ii) during the period between the
Termination Date and the Final Payout Date.

          (b)  Except as otherwise provided herein, the obligations and
liabilities of the Originator under this Agreement and the other Transaction
Documents (collectively, the "Originator Obligations") shall not be subject to
deduction of any kind or type, except by payment in full of the amount thereof
in accordance with the terms thereof. The Originator hereby waives any right it
may now or at any time hereafter have to set-off any Originator Obligation
against any Buyer Obligation except as expressly set forth herein.

          (c)  Notwithstanding any provision to the contrary in the Subordinated
Note or elsewhere in this Agreement, other than with respect to payments of a
Buyer Obligation specifically permitted by Section 9.08(a) above, no demand for
any payment may be made by the Originator in respect of such Buyer Obligation,
no payment shall be due from the Buyer to the Originator with respect thereto
and the Originator shall have no claim for payment of such Buyer Obligation. In
the event that, notwithstanding the foregoing provision limiting such payment,
the Originator shall receive any payment or distribution of any kind or
character which is not permitted to be made by Section 9.08(a) above, such
payment or distribution shall be received and held in trust by the Originator
for the benefit of, and shall be promptly paid over to, the Administrative Agent
under the Receivables Purchase Agreement.

          (d)  The Originator hereby acknowledges the subordination provisions
of the Subordinated Note and agrees to be bound thereby.

          SECTION 9.09.  Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 9.10.  Integration; Survival of Termination. This Agreement
and the other Transaction Documents executed by the parties hereto on the date
hereof contain the final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superceding all prior oral or written understandings. Any
provisions of this Agreement which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                                       28

<PAGE>

          SECTION 9.11.  Consent to Jurisdiction. (a) Each party hereto hereby
irrevocably submits to the non-exclusive jurisdiction of any New York State or
Federal court sitting in New York City in any action or proceeding arising out
of or relating to this Agreement, and each party hereto hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State court or, to the extent permitted by law, in
such Federal court. The parties hereto hereby irrevocably waive, to the fullest
extent they may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The parties hereto agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

          (b)  Each of the Originator and the Buyer consents to the service of
any and all process in any such action or proceeding by the mailing of copies of
such process to it at its address specified herein. Nothing in this Section 9.11
shall affect the right of any party to serve legal process in any manner
permitted by law.

          SECTION 9.12.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 OR ANY OTHER TRANSACTION DOCUMENT.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       29

<PAGE>

          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.

ORIGINATOR AND SERVICER:                MEDCO HEALTH SOLUTIONS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

BUYER:                                  MEDCO HEALTH RECEIVABLES, LLC


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       30

</TEXT>
</DOCUMENT>
