Exhibit 10.1



 

Exhibit 10.1




AMENDMENT NO. 2




Dated as of July 26, 2010




in relation to




SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




Dated as of July 28, 2008




THIS AMENDMENT NO. 2 (this “Amendment”) dated as of July 26, 2010, is entered into by and
among (i) MEDCO HEALTH RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), (ii)
MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation (the “Servicer”), (iii) the “Conduit
Purchasers” identified on the signature pages hereto, (iv) the “Committed Purchasers” identified on
the signature pages hereto, (v) the “Managing Agents” identified on the signature pages hereto and
(vi) CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative
Agent”).



PRELIMINARY STATEMENTS




A. Reference is made to the Second Amended and Restated Receivables Purchase Agreement, dated
as of July 28, 2008, among the Seller, the Servicer, the “Conduit Purchasers”, “Committed
Purchasers” and “Managing Agents” from time to time parties thereto and the Administrative Agent
(as amended, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Receivables Purchase Agreement.



B. The parties hereto have agreed to amend the Receivables Purchase Agreement on the terms and
conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:



SECTION 1. Amendment to Receivables Purchase Agreement. Effective upon the
satisfaction of the conditions specified in Section 3 below, (1) the definition of “Scheduled
Commitment Termination Date” appearing in Schedule I of the Receivables Purchase Agreement is
amended to change the date set forth therein from “July 26, 2010” to “July 25, 2011” and (2) clause
(d) of the definition of “Termination Date” appearing in Schedule I of the Receivables Purchase
Agreement is amended to change the date set forth therein from “July 30, 2010” to “July 25, 2011”.


 


 









 





SECTION 2. Covenants, Representations and Warranties.



2.1 Upon the effectiveness of this Amendment, each of the Seller and the Servicer hereby
reaffirms all covenants, representations and warranties made by it in the Receivables Purchase
Agreement (amended hereby) and agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Amendment.



2.2 Each of the Seller and the Servicer hereby represents and warrants that (i) this Amendment
constitutes the legal, valid and binding obligation of such party, enforceable against it in
accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination Event
or event or circumstance which, with the giving of notice or the passage of time, or both, would
constitute a Termination Event shall exist under the Receivables Purchase Agreement.



SECTION 3. Conditions Precedent. This Amendment shall become effective as of the
date hereof upon satisfaction of the following conditions precedent:



(a) receipt by the Administrative Agent of copies of this Amendment duly executed by the
Seller, the Servicer, the Administrative Agent, each Managing Agent and each Purchaser;



(b) receipt by the Administrative Agent of copies of the amended and restated Fee Letter of
even date herewith duly executed by the Seller, the Administrative Agent and each Managing Agent;



(c) receipt by the Managing Agents on the date hereof of all fees due and payable by the
Seller pursuant to the Fee Letter (as amended and restated).




SECTION 4. Reference to and Effect on the Transaction Documents.



4.1 Upon the effectiveness of this Amendment, each reference in the Receivables Purchase
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import
shall mean and be a reference to the Receivables Purchase Agreement as amended hereby, and each
reference to the Receivables Purchase Agreement in any other document, instrument and agreement
executed and/or delivered in connection with the Receivables Purchase Agreement shall mean and be a
reference to the Receivables Purchase Agreement as amended hereby.



4.2 Except as specifically amended hereby, the Receivables Purchase Agreement, the other
Transaction Documents and all other documents, instruments and agreements executed and/or delivered
in connection therewith shall remain in full force and effect and are hereby ratified and
confirmed.



4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Purchaser, any Managing Agent or the Administrative Agent
under the Receivables Purchase Agreement, the other Transaction Documents or any other document,
instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision
contained therein.


 


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SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart
of this Amendment.



SECTION 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.


 


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



	 	 	 	 	 
	 	MEDCO HEALTH RECEIVABLES, LLC,

as Seller

 	 
	 	By:  	/s/ Peter Gaylord
 	 
	 	 	Name:  	Peter Gaylord 	 
	 	 	Title:  	President & Treasurer 	 
	 



	 	 	 	 	 
	 	MEDCO HEALTH SOLUTIONS, INC.,

as Servicer

 	 
	 	By:  	/s/ Leonard Brooks
 	 
	 	 	Name:  	Leonard Brooks 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



Signature Page to Amendment No. 2




 


 









 





	 	 	 	 	 
	 	CAFCO, LLC, as a Conduit Purchaser

 	 
	 	By:  	Citicorp North America, Inc., as Attorney-in-Fact
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	    /s/ Steffen Lunde
 	 
	 	 	Name:  	Steffen Lunde 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

as Administrative Agent and as a Managing Agent

 	 
	 	By:  	/s/ Steffen Lunde
 	 
	 	 	Name:  	Steffen Lunde 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             /s/ Steffen Lunde
 	 
	 	 	Name:  	Steffen Lunde 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A.,

as a Committed Purchaser

 	 
	 	By:  	/s/ Steffen Lunde
 	 
	 	 	Name:  	Steffen Lunde 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2




 


 









 





	 	 	 	 	 
	 	VICTORY RECEIVABLES CORPORATION,

as a Conduit Purchaser

 	 
	 	By:  	/s/ Frank B. Bilotta
 	 
	 	 	Name:  	Frank B. Bilotta 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Managing Agent

 	 
	 	By:  	/s/ Hideo Tanaka
 	 
	 	 	Name:  	Hideo Tanaka 	 
	 	 	Title:  	SVP & Group Head 	 
	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Committed Purchaser

 	 
	 	By:  	/s/ Brian McNany
 	 
	 	 	Name:  	Brian McNany 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Amendment No. 2




 


 









 





	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC, as a Conduit

Purchaser

 	 
	 	By:  	/s/ Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Committed

Purchaser

 	 
	 	By:  	/s/ Norman Last
 	 
	 	 	Name:  	Norman Last 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 2