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AMENDMENT NO. 4 AND WAIVER
TO CREDIT AGREEMENT
 AMENDMENT NO. 4 AND WAIVER NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC. JPMORGAN CHASE BANK, N.A. LENDERS
 WHEREAS
 NOW, THEREFORE,
 Amendments
      Consolidated Fixed Charge Ratio minus plus plus
  Maturity Date




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2




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3




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4




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5




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Waiver.
  Conditions to Effectiveness.
  Miscellaneous.
   6




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THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
  [the next page is the signature page]
 7




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IN WITNESS WHEREOF
 NATIONAL MEDICAL HEALTH CARDSYSTEMS, INC.By:

/s/ Stuart
DiamondName:
    Stuart DiamondTitle: JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a LenderBy:

/s/ Stephen
ZajacName:
    Stephen ZajacTitle:
    Senior Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as a LenderBy:

/s/ John
GarsideName:
    John GarsideTitle: WACHOVIA BANK, N.A.,as a LenderBy:

/s/ Edward
P. Nallan Jr.Name:
    Edward P. Nallan Jr.Title: 8




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CONSENT
  NMHCRX MAIL ORDER, INC.
INTEGRAIL, INC.
NMHC FUNDING, LLCNMHCRX, INC.
INTEQ CORP.
INTEQ TX CORP.
INTEQ PBM, L.P.
PORTLAND PROFESSIONAL PHARMACY
PORTLAND PROFESSIONAL PHARMACY ASSOCIATES
SPECIALTY PHARMACY CARE, INC.
CENTRUS CORPORATION
NATIONAL MEDICAL HEALTH CARD IPA, INC.
NMHCRX CONTRACTS, INC.
PHARMACY ASSOCIATES, INC.
INTERCHANGE PMP, INC.
PCN DE CORP.
PHARMACEUTICAL CARE NETWORK
NMHC GROUP SOLUTIONS INSURANCE, INC.
 By:

/s/
 Stuart DiamondStuart Diamond, the Treasurer of each of theforegoing entities 9




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Schedule 2.01
  Lender
    
    Commitment AmountJPMorgan Chase Bank, N.A.
    
    $
    9,615,384.60HSBC Bank USA
    
    $
    7,692,307.70Wachovia Bank, N.A.
    
    $
    7,692,307.70
 10




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AMENDED AND RESTATED
REVOLVING CREDIT NOTE
 $____________
    
    Melville, New YorkSeptember 30, 2007
 FOR VALUE RECEIVED, NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. ($___) DOLLARS
   provided however
   th
  11




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[This Note amends and restates in its entirety the Revolving Credit Note in the principal
amount of $20,000,000 from the Borrower in favor of the Lender dated January 25, 2005 (the
Original Note). The execution and delivery of this Note shall not be construed to have
constituted a repayment of any principal of, or interest on, the Original Note.] [Wachovia only]
 THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
 IN WITNESS WHEREOF
 NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.By:Name:Title: 12




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SCHEDULE
 Date
    
    Principal
    
    Type
    
    
    
    
    
    Applicable
    
    Amount of
    
    Notationof
    
    Amount of
    
    of
    
    Interest
    
    Interest
    
    Principal
    
    MadeLoan
    
    Loan
    
    Loan
    
    Rate
    
    Period
    
    Paid
    
    By
 13




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Form of  Reaffirmation Agreement
  
  NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. JPMORGAN
CHASE BANK, N.A. LENDERS
      14




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IN WITNESS WHEREOF
 NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.By:

/s/ Stuart
DiamondName:Title: NMHCRX MAIL ORDER, INC.
INTEGRAIL, INC.
NMHC FUNDING, LLC
NMHCRX, INC.
INTEQ CORP.
INTEQ TX CORP.
INTEQ PBM, L.P.
PORTLAND PROFESSIONAL PHARMACY
PORTLAND PROFESSIONAL PHARMACY ASSOCIATES
SPECIALTY PHARMACY CARE, INC.
CENTRUS CORPORATION
NATIONAL MEDICAL HEALTH CARD IPA, INC.
NMHCRX CONTRACTS, INC.
PHARMACY ASSOCIATES, INC.
INTERCHANGE PMP, INC.
PCN DE CORP.
PHARMACEUTICAL CARE NETWORK
NMHC GROUP SOLUTIONS INSURANCE, INC.
 By:Name:Title:  JPMORGAN CHASE BANK, N.A., as
Administrative Agent
 By:

/s/ Stephen
ZajacTitle: Senior Vice President 15




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As of ____/____/____
 Accounts Receivable Balance Per Aged Subsidiary Ledger
    
    $Less:     Ineligible Accounts Receivable BalancesBalances Aged > 90+ DPI (over 90 days from invoice date)
    
    $Credits in past due (over 90 days from transaction date)
    
    $Cross Aged Balances (greater than 50% of customer balance 90+ DPI)
    
    $Sponsors using Ohio Pharmacies (net of P/D)
    
    $Contra Accounts Receivable Balances (PBM Customers Rebates Payable)
    
    $Intercompany Accounts Receivable Balances
    
    $Other Rebates
    
    $Billed but not Shipped
    
    $General Ledger Reserve for Uncollectible A/R (Ascend Division)
    
    $Other
    
    $Total Ineligible Accounts Receivable Collateral
    
    $Net Eligible Accounts Receivable Collateral
    
    $Advance Rate against Eligible Accounts
    
    
    75%Available Accounts Receivable @ 75%
    
    $Gross Inventory per Perpetual Reports (Mail Order/Ascend)
    
    $Net Eligible Inventory Collateral
    
    $Advance Rate against Eligible Inventory
    
    
    50%Available Inventory @ 50%
    
    $Combined Available Collateral Balance
    
    $
 16




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National Medical Health Card Systems, Inc.By:Name:Title: 17