Exhibit 10.3





Exhibit 10.3




AMENDMENT NO. 1




Dated as of July 27, 2009




in relation to




SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




Dated as of July 28, 2008




THIS AMENDMENT NO. 1 (this “Amendment”) dated as of July 27, 2009, 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 and the
Originator 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. Amendments to Receivables Purchase Agreement. Effective upon the
satisfaction of the conditions specified in Section 4 below, the Receivables Purchase Agreement is
amended as follows:




1.1 Section 2.04(e) of the Receivables Purchase Agreement is amended to delete the
phrase “, and at all times during any Rating Level 3 Period or any Rating Level 4 Period,”.


 


 









 






1.2 Section 6.03(b) of the Receivables Purchase Agreement is amended and restated in
its entirety to read as follows:




“(b) Weekly Reports. During any Rating Level 2 Period, and during
any other period when the Originator has a Debt Rating lower than BBB- by S&P or
lower than Baa3 by Moody’s, the Servicer shall deliver to each Managing Agent and
the Seller, no later than 11:00 a.m., New York City time, on the second Business
Day of each calendar week, a Weekly Report containing the information listed in
Annex A-2 with respect to the immediately preceding calendar week, and such other
information as the Administrative Agent or any Managing Agent may reasonably
request.”




1.3 Section 6.03(c) of the Receivables Purchase Agreement is deleted and replaced with
the word “[Reserved]”.




1.4 Section 6.03(d) of the Receivables Purchase Agreement is amended and restated in
its entirety to read as follows:




“(d) Reports following Termination Event. By no later than 11:00 a.m.
(New York City time) on each Business Day after the occurrence of a Termination
Event, the Servicer shall deliver to each Managing Agent a Daily Report setting
forth Collections received on the previous Business Day and the Outstanding Balance
of Eligible Receivables as of the close of business on the previous Business Day,
and such other information as the Administrative Agent or any Managing Agent may
reasonably request.”




1.5 Section 6.04(a) of the Receivables Purchase Agreement is amended to delete clauses
(iii) and (iv) thereof, to delete the comma after clause (ii) thereof, and to insert the
word “or” immediately prior to clause (ii).




1.6 Section 6.04(b) of the Receivables Purchase Agreement is amended to delete the
words “or a Rating Level 4 Period”.




1.7 Section 6.04(c) of the Receivables Purchase Agreement is amended to delete the
words “or any Rating Level 4 Period”.




1.8 Section 6.08 of the Receivables Purchase Agreement is amended to delete the words
“(i) any Termination Event or (ii) Rating Level 4 Period” and to substitute therefore the
words “any Termination Event”.




1.9 Section 7.01 of the Receivables Purchase Agreement is amended to add the word “or”
after clause (t) and to add the following new clause (u) immediately after clause (t):




“(u) the Originator (i) shall have a Debt Rating of BB- or lower by S&P or
Ba3 or lower by Moody’s, (ii) shall not have a Debt Rating from S&P or (iii) shall
not have a Debt Rating from Moody’s;”


 


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1.10 The definition of “Bad Debt Reserve Percentage” in Schedule I of the Receivables
Purchase Agreement is amended and restated in its entirety to read as follows:




“Bad Debt Reserve Percentage” means, as of any Monthly Reporting Date,
and continuing until (but not including) the next Monthly Reporting Date, the
product of:



[(BDR x NRPB/BPR) x SF]/NRPB




	 	 	 	 	 
	where:
	 	 	 	 
	 
	 	 	 	 
	NRPB

	 	=
	 	the Net Receivables Pool Balance as of the
close of business of the Servicer on the last day of Current
Calculation Period (the “Calculation Date”)
	 
	 	 	 	 
	BDR

	 	=
	 	the Bad Debt Reserves as of such Calculation Date
	 
	 	 	 	 
	BPR

	 	=
	 	the Outstanding Balance of all Pool Receivables as of
such Calculation Date.
	 
	 	 	 	 
	SF

	 	=
	 	the Stress Factor.







1.11 The definition of “Concentration Limit” in Schedule I of the Receivables Purchase
Agreement is amended to delete the phrase “, Rating Level 3 Period or Rating Level 4
Period”.




1.12 The definition of “Daily Report” in Schedule I of the Receivables Purchase
Agreement is amended to replace the reference to “Section 6.03(c)” with a reference to
“Section 6.03(d)”.




1.13 The definitions of “Rating Level 3 Period” and “Rating Level 4 Period” in Schedule
I of the Receivables Purchase Agreement are deleted.




1.14 The definition of “Scheduled Commitment Termination Date” in Schedule I of the
Receivables Purchase Agreement is amended to change the date set forth therein from “July
27, 2009” to “July 26, 2010”.




1.15 The definition of “Stress Factor” in Schedule I of the Receivables Purchase
Agreement is amended and restated in its entirety to read as follows:




“Stress Factor” means: (i) during a Rating Level 1 Period, 2.25 and
(ii) at any other time, 2.5.




1.16 The definition of “Rebate Deduction Percentage” in Part B of Schedule VIII is
amended and restated in its entirety to read as follows:




“Rebate Deduction Percentage” means (i) during a Rating Level 1
Period, 10% and (ii) at any other time, 50%.


 


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SECTION 2. Amendments to Originator Purchase Agreement. Effective upon the
satisfaction of the conditions specified in Section 4 below, Section 6.02 of the Originator
Purchase Agreement is amended to delete the words “or a Rating Level 4 Period” in each place where
such words appear.




SECTION 3. Covenants, Representations and Warranties.



3.1 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 and the Originator Purchase Agreement (each as 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.



3.2 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 4. 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 5. Reference to and Effect on the Transaction Documents.



5.1 Upon the effectiveness of this Amendment, each reference in the Receivables Purchase
Agreement or the Originator 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 or the Originator Purchase Agreement, as applicable, as amended hereby, and each
reference to the Receivables Purchase Agreement or the Originator Purchase Agreement in any other
document, instrument and agreement executed and/or delivered in connection with the Receivables
Purchase Agreement or the Originator Purchase Agreement shall mean and be a reference to the
Receivables Purchase Agreement or the Originator Purchase Agreement, as applicable, as amended
hereby.


 


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5.2 Except as specifically amended hereby, the Receivables Purchase Agreement, the Originator
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.



5.3 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 Originator 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.



SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



SECTION 7. 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 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 8. 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/ Gabriel R. Cappucci
 	 
	 	 	Name:  	Gabriel R. Cappucci 	 
	 	 	Title:  	Senior Vice President and Controller 	 
	 
	 	MEDCO HEALTH SOLUTIONS, INC.,

as Servicer

 	 
	 	By:  	/s/ Thomas F. Bruscino
 	 
	 	 	Name:  	Thomas F. Bruscino 	 
	 	 	Title:  	Vice President and Assistant Treasurer 	 
	 



Signature Page to Amendment No. 1




 


 









 





	 	 	 	 	 
	 	CAFCO, LLC, as a Conduit Purchaser

 	 
	 	By:  	Citicorp North America, Inc., as Attorney-in-Fact	 
	 
	 	By:  	    /s/ Tom Sullivan
 	 
	 	 	Name:  	Tom Sullivan 	 
	 	 	Title:  	Director; Vice President 	 
	 
	 	CITICORP NORTH AMERICA, INC.,

as Administrative Agent and as a Managing Agent

 	 
	 	By:  	/s/ Tom Sullivan
 	 
	 	 	Name:  	Tom Sullivan 	 
	 	 	Title:  	Director; Vice President 	 
	 	 	 
	 	By:  	         /s/ Marina Danskaya
 	 
	 	 	Name:  	Marina Danskaya 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIBANK, N.A.,

as a Committed Purchaser

 	 
	 	By:  	/s/ Tom Sullivan
 	 
	 	 	Name:  	Tom Sullivan 	 
	 	 	Title:  	Director; Vice President 	 
	 



Signature Page to Amendment No. 1



 


 









 





	 	 	 	 	 
	 	VICTORY RECEIVABLES CORPORATION,

as a Conduit Purchaser

 	 
	 	By:  	/s/ Louis E. Colby
 	 
	 	 	Name:  	Louise E. Colby 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Managing Agent

 	 
	 	By:  	/s/ Aditya Reddy
 	 
	 	 	Name:  	Aditya Reddy 	 
	 	 	Title:  	Vice President and Manager 	 
	 
	 	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. 1



 


 









 





	 	 	 	 	 
	 	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/ Michael Eden
 	 
	 	 	Name:  	Michael Eden 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 1