EX-10.3



 





Exhibit 10.3




REFINANCING ARRANGEMENTS AGREEMENT




          BIOSCRIP PHARMACY SERVICES, INC., a corporation organized under the laws of the State of Ohio
(“Pharmacy Services”), BIOSCRIP INFUSION SERVICES, INC., a corporation organized under the laws of
the State of California (“Infusion Services Inc”), BIOSCRIP PHARMACY (NY), INC., a corporation
organized under the laws of the State of New York (“Pharmacy (NY)”), BIOSCRIP PBM SERVICES, LLC, a
limited liability company organized under the laws of the State of Delaware (“PBM Services”),
BIOSCRIP PHARMACY, INC., a corporation organized under the laws of the State of Minnesota
(“Pharmacy”), NATURAL LIVING, INC., a corporation organized under the laws of the State of New York
(“Natural Living”) and BIOSCRIP INFUSION SERVICES, LLC, a limited liability company organized under
the laws of the State of Delaware (“Infusion Services LLC” and together with Pharmacy Services,
Infusion Services Inc, Pharmacy (NY), PBM Services, Pharmacy and Natural Living, each a “Provider”
and collectively, jointly and severally, the “Providers” and PBM Services in its capacity as
primary servicer hereunder, the “Primary Servicer”) and MIM FUNDING LLC, a limited liability
company organized under the laws of the State of Delaware (together with its corporate successors
and assigns, the “Purchaser”) agree as follows:




     The Providers and the Purchaser entered into a Receivables Purchase and Transfer Agreement,
dated as of November 1, 2000, as amended, restated, modified or supplemented from time to time in
accordance with its terms (the “RPTA”). Pursuant to the RPTA, the Providers agreed to sell or
contribute, and the Purchaser agreed to purchase or accept the contribution, on a continuing basis
all of the Providers receivables. Certain terms that are capitalized and used throughout this
Agreement are defined in the RPTA.



     The Purchaser and HFG HEALTHCO-4 LLC (“Assignee”) entered into an Assignment of Receivables
Purchase and Transfer Agreement as Collateral Security, dated as of November 1, 2000 pursuant to
which the Purchaser granted a security interest in and assigned and transferred to the Assignee all
of its rights, title and interest under the RPTA.



          In connection with the execution of an Amended and Restated Loan and Security Agreement among
the Providers[, the other borrowers party thereto] and Purchaser as borrowers and the Assignee as
the lender (the “Amended and Restated Loan Agreement”) on the date hereof the parties agree as
follows:




          1. Termination. Simultaneously with the execution of the Amended and Restated Loan
Agreement the RPTA shall be deemed to have terminated. The final Transfer Date shall be deemed to
have occurred on September 26, 2007 ( the “Purchase Termination Date”). On the Purchase
Termination Date (i) the obligations of the Providers to sell to the Purchaser, or contribute to
the capital of Purchaser, all Receivables as provided in Section 1.03 of the RPTA shall terminate
and (ii) the obligations of the Purchaser under the RPTA with respect to purchases and
contributions of Receivables shall terminate including any obligation (x) to pay an amount equal to
the Purchase Price to the Primary Servicer for the benefit of the Providers, as set




 








 







forth in Section 1.03 of the RPTA and (y) to record on its books and records the capital
contribution of the Providers with respect to Receivables.




         2. 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 the laws of the State of New York,
without regard to any conflicts of laws principles thereof that would call for the application of
the laws of any other jurisdiction. 




 









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of                     , 2007.



	 	 	 	 	 
	PROVIDERS: 	BIOSCRIP PBM SERVICES, LLC (as
successor to MIM Health Plans, Inc.)
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BIOSCRIP PHARMACY SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BIOSCRIP INFUSION SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BIOSCRIP PHARMACY (NY), INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BIOSCRIP PHARMACY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 








	 	 	 	 	 
	 	NATURAL LIVING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BIOSCRIP INFUSION SERVICES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	PURCHASER: 	MIM FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	PRIMARY SERVICER: 	BIOSCRIP PBM SERVICES, LLC (as
successor to MIM Health Plans, Inc.)
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CONSENTED TO:	 	 
	 
	 	BIOSCRIP, INC. (f/ka/ MIM CORPORATION)	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 

	 	HFG HEALTHCO-4 LLC

By: HFG Healthco-4, Inc., a member	 	 
	 
	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: