<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                                 THIRD AMENDMENT
                                       TO
                               PURCHASE AGREEMENT

          THIS THIRD AMENDMENT, dated as of December 2, 2002 (this "Amendment"),
to the Purchase Agreement dated as of May 14, 1999 (as in effect on the date
hereof, the "Purchase Agreement"), between AMERISOURCEBERGEN DRUG CORPORATION
(formerly known as AmeriSource Corporation), a Delaware corporation (the
"Seller") and AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware
corporation ("ARFC" or the "Buyer"), is by and between the parties listed above.
Unless otherwise defined in this Amendment, capitalized terms shall have the
meanings assigned to such terms in the Purchase Agreement (as amended hereby).

                                 R E C I T A L S

          WHEREAS, the Buyer and Seller have entered in the Purchase Agreement
pursuant to which the Buyer has purchased ARFC Designated Receivables and
related rights and interests from the Seller, which are Receivables generated at
ARFC Designated Distribution Centers;

          WHEREAS, ARFC, the Servicer, the Guarantor, the Administrative Agent
and the "Buyer" thereunder have entered into the Receivables Purchase Agreement
pursuant to which ARFC has sold to the Administrative Agent (on behalf of the
Owners) undivided percentage ownership interests in the ARFC Designated
Receivables and related rights and interests purchased from the Seller pursuant
to the Purchase Agreement;

          WHEREAS, AmerisourceBergen Drug Corporation ("ABDC"), as seller and
BH2, as buyer have entered into the AmeriSource/BH2 Purchase Agreement pursuant
to which BH2 has purchased BH2 Designated Receivables and related rights and
interests from ABDC, which are Receivables generated by ABDC at BH2 Designated
Distribution Centers;

          WHEREAS, BH2, as seller, Redwood Receivables Corporation, as conduit
purchaser, ABDC, as servicer and General Electric Capital Corporation, as
committed purchaser and as administrative agent have entered into the BH2/GE
Receivables Purchase Agreement, pursuant to which BH2 has sold undivided
percentage ownership interests in the BH2 Designated Receivables and related
rights and interests to the Purchasers (as defined therein);

          WHEREAS, the Seller has advised that from time to time it wishes to
consolidate certain of the ARFC Designated Distribution Centers into BH2
Designated Distribution Centers and certain of the BH2 Designated Distribution
Centers into ARFC Designated Distribution

<PAGE>

Centers; and

          WHEREAS, subject to the terms hereof, the Buyer and the Seller wish to
amend the Purchase Agreement to permit the consolidation of Distribution Centers
as contemplated in the immediately preceding WHEREAS clause;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:

          SECTION 1. Amendments to Section 1.1 of the Purchase Agreement.

          (i) The defined terms "ARFC Designated Distribution Center," "ARFC
Designated Receivables," "BH2 Designated Distribution Center," "Facility
Documents," "Lockbox Account," "Permitted Lockbox" and "Transferred
Receivable(s)" are hereby deleted from Section 1.1 of the Purchase Agreement and
replaced, respectively, with the following:

          "ARFC Designated Distribution Center" shall mean any Distribution
          Center of the Seller identified on Exhibit H hereto as an "ARFC
          Designated Distribution Center" and shall include, without limitation,
          each distribution center of each "Seller" party to the Affiliate
          Purchase Agreement on and as of September 30, 2002 (including, without
          limitation, James Brudnick Company, Inc. and C.D. Smith Healthcare,
          Inc.), as such Exhibit H may be amended from time to time pursuant to
          and in connection with a Distribution Center Consolidation.

          "ARFC Designated Receivables" shall mean, collectively (but without
          duplication) (i) all Receivables acquired by the Seller, as buyer,
          under the Affiliate Purchase Agreement and (ii) all Receivables
          generated by the Seller at any ARFC Designated Distribution Center;
          provided that any such Receivables that become BH2 Designated
          Receivables in connection with a Distribution Center Consolidation
          shall no longer constitute ARFC Designated Receivables.

          "BH2 Designated Distribution Center" shall mean any Distribution
          Center of the Seller identified on Exhibit H hereto as a "BH2
          Designated Distribution Center," as such Exhibit H may be amended from
          time to time pursuant to and in connection with a Distribution Center
          Consolidation.

          "Facility Documents" shall mean, collectively, this Agreement, the
          Affiliate Purchase Agreement, the Receivables Purchase Agreement, each
          Reconveyance Agreement, and all other agreements, documents and
          instruments delivered pursuant thereto or in connection therewith.

          "Lockbox Account" shall mean a demand deposit account identified on
          Exhibit B hereto maintained with a Permitted Lockbox Bank pursuant to
          the Lockbox

                                        2

<PAGE>

          Servicing Instructions for the purpose of depositing payments made by
          the Obligors, as such Exhibit B may be amended, supplemented and
          otherwise modified from time to time to reflect a Distribution Center
          Consolidation, and such other accounts as the Buyer may establish from
          time to time in accordance with the Receivables Purchase Agreement.

          "Permitted Lockbox" shall mean a post office box or other mailing
          location identified on Exhibit B hereto maintained by a Permitted
          Lockbox Bank pursuant to the Lockbox Servicing Instructions for the
          purpose of receiving payments made by the Obligors for subsequent
          deposit into a related Lockbox Account, as such Exhibit B may be
          amended, supplemented and otherwise modified from time to time to
          reflect a Distribution Center Consolidation, and such other post
          office box or other mailing location as the Buyer may establish from
          time to time in accordance with the Receivables Purchase Agreement.

          "Transferred Receivable(s)" shall have the meaning specified in
          Section 2.1 hereof; provided that once a Transferred Receivable has
          been (i) deemed collected pursuant to Section 2.6 and payment therefor
          made or (ii) repurchased in connection with a Distribution Center
          Consolidation, it will no longer constitute a Transferred Receivable
          hereunder.

          (ii) The following new defined terms are hereby inserted in
Section 1.1 of the Purchase Agreement in appropriate alphabetical order:

          "BH2 Designated Receivables" shall mean all Receivables generated by
          the Seller at any BH2 Designated Distribution Center; provided that
          any such Receivables that become ARFC Designated Receivables in
          connection with a Distribution Center Consolidation shall no longer
          constitute BH2 Designated Receivables.

          "Distribution Center Consolidation" shall mean any consolidation of a
          BH2 Designated Distribution Center into an ARFC Designated
          Distribution Center and any consolidation of an ARFC Designated
          Distribution Center into a BH2 Designated Distribution Center, in each
          case, pursuant to, and in accordance with, Section 2.5A hereof.

          "Reconveyance Agreement" shall mean a reconveyance agreement in
          substantially the form of Exhibit I attached hereto.

          SECTION 2. Addition of New Section 2.5A to the Purchase Agreement.
The following new Section 2.5A is hereby inserted immediately after Section 2.5
of the Purchase Agreement:

          SECTION 2.5A Distribution Center Consolidations. From time to time,
          the Seller may (but shall have no obligation to) consummate
          Distribution Center Consolidations; provided, however, that if the
          Seller proposes to consummate any


                                        3

<PAGE>

          Distribution Center Consolidation, the Seller shall provide the Buyer
          and the Administrative Agent with at least 60 days (or, in the case of
          the first such Distribution Center Consolidation only, at least one
          day) prior written notice detailing the proposed consolidation
          (including, without limitation, identifying the specific Distribution
          Centers involved in such Distribution Center Consolidation,
          identifying the Permitted Lockboxes and Lockbox Accounts involved in
          (or otherwise affected by or related to) such Distribution Center
          Consolidation (including any such Permitted Lockboxes and/or Lockbox
          Accounts to be opened, closed or transferred in connection therewith),
          identifying the Obligors involved in (or otherwise affected by or
          related to) such Distribution Center Consolidation, and setting forth
          the actions proposed to be taken with respect thereto) and specifying
          the proposed date of such consolidation, and such consolidation shall
          be subject to satisfaction of the following conditions precedent:

          (a)   No Termination Event, Servicing Default, Potential Termination
          Event or unmatured Servicing Default shall have occurred and be
          continuing or will result after giving effect to such Distribution
          Center Consolidation and no "Termination Event" or "Incipient
          Termination Event" under and as defined in the BH2/GE Receivables
          Purchase Agreement shall have occurred and be continuing or will
          result after giving effect to such Distribution Center Consolidation;

          (b)   (i)  All of the representations and warranties of the Buyer, the
          Seller, the Servicer and the Guarantor, as applicable, contained in
          this Agreement, the Receivables Purchase Agreement and the other
          Purchase Documents shall be true and correct in all material respects
          on and as of date of such Distribution Center Consolidation, both
          before and after giving effect to such Distribution Center
          Consolidation (other than representations and warranties which
          expressly speak as of a different date, which shall be true and
          correct in all material respects as of that date); and

                (ii) The Guarantor shall have ratified and confirmed that all of
                its obligations under or in connection with Article IV-A and
                Section 6.05 of the Receivables Purchase Agreement remain in
                full force and effect, both before and after giving effect to
                such Distribution Center Consolidation;

          (c)   An amended and restated Exhibit H to reflect such Distribution
          Center Consolidation shall have been prepared by the Seller and
          delivered to the Buyer and the Administrative Agent;

          (d)   To the extent the Distribution Center Consolidation provides
          for the consolidation of an ARFC Designated Distribution Center into a
          BH2 Designated Distribution Center:

                                        4


<PAGE>

          (i)  the Administrative Agent and the "Buyer" under the Receivables
          Purchase Agreement shall have reconveyed the Purchased Interest in all
          outstanding ARFC Designated Receivables generated at such ARFC
          Designated Distribution Center in accordance with Section 2.17(a) of
          the Receivables Purchase Agreement, the Administrative Agent, the
          "Buyer" under the Receivables Purchase Agreement and the Buyer
          hereunder shall have executed and delivered a Purchaser Interest
          Reconveyance Agreement, and the Buyer hereunder shall have paid any
          amounts due with respect thereto pursuant to Section 2.17(a) of the
          Receivables Purchase Agreement;

          (ii)  the Buyer and the Administrative Agent shall have completed the
          actions and made the deliveries required by Section 4.09A(i) of the
          Receivables Purchase Agreement;

          (iii) the Buyer and the Seller (with the consent of the Administrative
          Agent) shall have executed and delivered a Reconveyance Agreement in
          substance satisfactory to the Buyer and the Administrative Agent and
          the Buyer shall have received the "Purchase Price" set forth therein;
          and

          (iv)  the Administrative Agent shall have received an officer's
          certificate signed by a Responsible Officer of the Buyer to the effect
          that the Purchase Price equals the fair market value of the
          "Reassigned Receivables" (as defined in the applicable Reconveyance
          Agreement);

     (e)  To the extent such Distribution Center Consolidation provides for the
     consolidation of a BH2 Designated Distribution Center into an ARFC
     Designated Distribution Center:

          (i)   to the extent the Outstanding Balance of the Receivables
          originated at such BH2 Designated Distribution Center are in excess of
          the lesser of (A) $25,000,000 and (B) 10.0% of the Outstanding Balance
          of Transferred Receivables, the "Buyer" under the Receivables Purchase
          Agreement shall have received such written notice or confirmation as
          it deems necessary or appropriate from each of Moody's and S&P to the
          effect that such consolidation (or events related thereto) will not
          result in a reduction or withdrawal of the rating of its Commercial
          Paper and the Buyer hereunder and the Administrative Agent shall have
          completed satisfactory due diligence with respect to the Receivables
          originated at such BH2 Designated Distribution Center;

          (ii)  the Buyer and the Administrative Agent shall have received
          evidence satisfactory to them of completion of the actions and
          deliveries required by Section 4.09A(ii) of the Receivables Purchase
          Agreement;

                                        5

<PAGE>

                       (iii) the Buyer and the Administrative Agent shall have
                       received satisfactory documentation evidencing (A) the
                       reconveyance to BH2 of the Purchaser Interest (as defined
                       in the BH2/GE Receivables Purchase Agreement) in the
                       Receivables generated at such BH2 Designated Distribution
                       Center and the release of liens associated therewith, (B)
                       the reconveyance of the Receivables generated at such BH2
                       Designated Distribution Center to the Seller and the
                       release of liens associated therewith, and (C) that the
                       conditions precedent to such Distribution Center
                       Consolidation have been satisfied in accordance with the
                       BH2/GE Receivables Purchase Agreement and the
                       AmeriSource/BH2 Purchase Agreement;

                  (f)  The Administrative Agent shall have received an officer's
                  certificate from each of the Buyer, the Seller, the Servicer
                  and the Guarantor, as applicable, in each case, dated the date
                  of such Distribution Center Consolidation, signed by a
                  Responsible Officer of such Person, certifying (i) as to the
                  applicable matters set forth in Section 2.5A(a), together with
                  a pro forma compliance certificate setting forth the
                  calculations (as applicable) substantiating such
                  certifications, (ii) among other things, as to the matters set
                  forth in Section 2.5A(b), (iii) as to the truth, accuracy and
                  completion of the matters set forth in Section 2.5A(d) or (e),
                  as applicable and, in the case of the Seller's officer
                  certificate, attaching an amended and restated Exhibit H to
                  reflect the Distribution Center Consolidation;

                  (g)  On the date of such Distribution Center Consolidation,
                  the Buyer and the Administrative Agent shall have received a
                  current receivables aging report with respect to the
                  Receivables generated at the Distribution Center being
                  consolidated into a surviving Distribution Center, which
                  receivables aging report shall be in form and substance
                  satisfactory to the Buyer and the Administrative Agent (which
                  report the Administrative Agent shall provide to each of S&P
                  and Moody's, together with a copy of the notice delivered
                  pursuant to the first paragraph of this Section 2.5A);

                  (h)  Without limiting Section 2.5A(d)(ii) or (e)(ii), not less
                  than 5 days prior to the date of such Distribution Center
                  Consolidation, the Buyer and the Administrative Agent shall
                  have received evidence (in form and substance satisfactory to
                  each of them) demonstrating that appropriate actions have been
                  taken and procedures established (all of which actions and
                  procedures must be satisfactory to the Buyer and the
                  Administrative Agent) to prevent (after giving effect to such
                  Distribution Center Consolidation) the commingling of
                  Collections in respect of Transferred Receivables with those
                  of any other Receivables in any Permitted Lockbox or Lockbox
                  Account; and

                                       6

<PAGE>

                  (i) The Buyer and the Administrative Agent shall have received
                  such additional documentation as the Buyer or Administrative
                  Agent may reasonably request.

                  SECTION 3.  Amendment to Section 3.2(g) of the Purchase
Agreement. Section 3.2(g) of the Purchase Agreement is hereby deleted and
replaced with the following:

                  Distribution Centers; Etc. Exhibit H attached hereto
                  identifies all ARFC Designated Distribution Centers and all
                  BH2 Designated Distribution Centers. Exhibit B attached hereto
                  also identifies each bank and other financial institution at
                  which each Distribution Center maintains post office boxes and
                  deposit accounts for the receipt of collections for the
                  Receivables generated at such Distribution Center and
                  identifies the related post office box address and the related
                  account numbers. The Seller represents that the Seller does
                  not generate or otherwise create or maintain any Receivables
                  that are neither ARFC Designated Receivables nor BH2
                  Designated Receivable. The Seller further represents and
                  warrants that Exhibit H hereto includes as ARFC Designated
                  Distribution Centers all distribution centers of each "Seller"
                  party to the Affiliate Purchase Agreement on and as of
                  September 30, 2002 (including, without, limitation, James
                  Brudnick Company, Inc. and C.D. Smith Healthcare, Inc.).

                  SECTION 4.  Representations and Warranties; Etc. In order to
induce the Buyer to execute and deliver this Amendment, the Seller hereby
represents and warrants on the date hereof (after giving effect to this
Amendment and the Tenth Amendment to the Receivables Purchase Agreement), that
each of the representations and warranties set forth in Section 3.1 of the
Purchase Agreement is true and correct; provided that, references in Section 3.1
of the Purchase Agreement to "this Agreement" or the "Facility Documents" shall
mean and be a reference to, or shall include, the Purchase Agreement (after
giving effect to this Amendment and the Tenth Amendment to the Receivables
Purchase Agreement).

                  SECTION 5.  Amendments to Exhibits.  Exhibit I attached hereto
is hereby inserted immediately after Exhibit H attached to the Purchase
Agreement.

                  SECTION 6.  Purchase Agreement in Full Force and Effect, as
Amended. Except as specifically stated herein, all of the terms and conditions
of the Purchase Agreement shall remain in full force and effect. All references
to the Purchase Agreement in any Facility Document or any other document or
instrument shall be deemed to mean the Purchase Agreement, as amended by this
Amendment. This Amendment shall not constitute a novation of the Purchase
Agreement, but shall constitute an amendment thereto. The parties hereto agree
to be bound by the terms and obligations of the Purchase Agreement, as amended
by this Amendment, as though the terms and obligations of the Purchase Agreement
were set forth herein.

                                        7

<PAGE>

                  SECTION 7.  Effectiveness.  This Amendment shall become
effective in accordance with its terms upon receipt by the Buyer and the
Administrative Agent of each of the following:

                  (a)  an executed counterpart of this Amendment from each party
hereto (including the consent of the Administrative Agent and General Electric
Capital Corporation, as the administrative agent under the BH2/GE Receivables
Purchase Agreement); and

                  (b)  a fully executed Tenth Amendment to the Receivables
Purchase Agreement, dated as of the date hereof, which amendment shall have
become effective in accordance with its terms.

                            [Signature Page Follows]

                                        8

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date first above set forth.

                                               AMERISOURCE RECEIVABLES FINANCIAL
                                               CORPORATION,
                                               as Buyer


                                               By ______________________________
                                                  Name:
                                                  Title:


                                               AMERISOURCEBERGEN DRUG
                                               CORPORATION, as Seller

                                               By ______________________________
                                                  Name:
                                                  Title:



CONSENTED TO AS OF THE DATE
FIRST ABOVE SET FORTH:

JPMORGAN CHASE BANK,
as Administrative Agent


By ______________________________
   Name:
   Title:

WITH THE CONSENT OF:

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent under the BH2/GE
Receivables Purchase Agreement

By ______________________________
   Name:
   Title:



 [Signature Page to the Third Amendment to the AmeriSource Purchase Agreement]

<PAGE>

                                                                       EXHIBIT I
                                                                              to
                                                              Purchase Agreement

                                     FORM OF
                             RECONVEYANCE AGREEMENT

            THIS RECONVEYANCE AGREEMENT (this "Agreement") is made and entered
into as of [INSERT DATE], between AMERISOURCE RECEIVABLES FINANCIAL CORPORATION,
a Delaware corporation (the "Buyer") and AMERISOURCEBERGEN DRUG CORPORATION
(f/k/a AmeriSource Corporation), a Delaware corporation (the "Seller"). All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement (as defined below).

                               Statement of Facts

            Pursuant to that certain Purchase Agreement, dated as of May 14,
1999, between the Buyer and the Seller (as amended, restated supplemented or
otherwise modified from time to time, the "Purchase Agreement"), the Buyer has
purchased from time to time from the Seller certain trade receivables (and
related rights thereto) generated at ARFC Designated Distribution Centers.

            The Seller has given notice to the Buyer of the Seller's intent to
consolidate the Consolidating Location (defined below) into a BH2 Designated
Distribution Center in accordance with Section 2.5A of the Purchase Agreement
and, in connection therewith, to repurchase from the Buyer all outstanding ARFC
Designated Receivables with respect to the Consolidating Location (as set forth
in Schedule II hereto or in such other format as is acceptable to the Buyer, the
"Reassigned Receivables") and have the Buyer release its security interests
therein.

                               Statement of Terms

            NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

<PAGE>

     1. Distribution Center Consolidation. On the date hereof, the Seller will
consolidate the ARFC Designated Distribution Center located at [insert location
details here] (the "Consolidating Location") into the BH2 Designated
Distribution Center located at [insert location details here]. On the date
hereof, Exhibit H to the Purchase Agreement is hereby amended to provide that
the Consolidating Location is not an "ARFC Designated Distribution Center" but
is a "BH2 Designated Distribution Center." [As of the date hereof, the
Outstanding Balance of the Reassigned Receivables is $[_________].]

     2. Reconveyance by Buyer.

     a.  In connection with the Distribution Center Consolidation detailed in
Paragraph 1 above, and subject to the terms and conditions of this Agreement,
the Buyer hereby sells, assigns, transfers, and conveys to the Seller without
recourse, and the Seller hereby accepts, purchases and receives, all of the
Buyer's rights, titles and interests in and to the Reassigned Receivables. In
consideration of the Buyer's transfer and conveyance hereunder to the Seller of
the Reassigned Receivables, the Seller shall pay a purchase price $[________]
(the "Purchase Price"), to be paid as set forth on Schedule I hereto either in
cash and/or in the form of a reduction of the Subordinated Note owing by the
Buyer to the Seller, if any, which Purchase Price represents the fair market
value of the Reassigned Receivables as of the date hereof.

     b.  Subject to the terms and conditions of this Agreement, the Buyer hereby
releases and terminates all security interests or other rights or interests that
the Buyer may have in (i) the Reassigned Receivables, (ii) the Seller's rights
in the merchandise (including returned goods) relating to the Reassigned
Receivables, (iii) all Reassigned Accounts, (iv) any other Related Security to
the extent relating to the foregoing, and (v) all proceeds, substitutions and
replacements for each of the foregoing (the "Released Security Interest").

     3.  Effectiveness of this Agreement. This Agreement shall become effective
as of the date hereof when signed by the Buyer and the Seller and consented to
by the Administrative Agent.

     4.  Further Assurances. The Buyer hereby agrees to execute and deliver such
UCC financing statements and such other documents as the Seller may reasonably
request from time to time in order to more fully effectuate the transactions
contemplated by this Agreement (including, without limitation, those necessary
to terminate or assign Account Transfer Letters); provided, however, that any
and all such financing statements and other documents shall be prepared and/or
recorded at the Seller's expense.

     5.  Representations and Warranties. Each of the parties hereto represents
and warrants that it has the full corporate or other power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
that this Agreement has been duly and validly executed and delivered by it (and
assuming the due and valid execution and delivery hereof by all other parties
hereto) constitutes a legal, valid and binding obligation of such party
enforceable against it in accordance with its terms.

     6.  Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. This Agreement may
be executed in any number of several counterparts, and each such counterpart
shall constitute an original and all such counterparts together shall constitute
one and the same instrument. The delivery of an executed counterpart hereof by
facsimile shall constitute delivery of an executed counterpart hereof.

                            [Signature Page Follows]

<PAGE>

          IN WITNESS, each of the parties hereto, by their respective duly
authorized signatories, has executed and delivered this Agreement as of the date
first above written.

                                            AMERISOURCEBERGEN DRUG CORPORATION,
                                            as Seller


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

                                            AMERISOURCE RECEIVABLES FINANCIAL
                                            CORPORATION
                                            as Buyer


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


CONSENTED TO AS OF THE
DATE FIRST ABOVE SET FORTH:

JPMORGAN CHASE BANK,
as Administrative Agent

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

<PAGE>

                                   SCHEDULE I

                                 Purchase Price

--------------------------------------------------------------------------------
Outstanding     Fair Market        Fair Market      Reduction to     Cash
-----------     -----------        -----------      ------------     -----
Balance of      Value/Purchase     Value            Subordinated
----------      --------------     -----            ------------
Reassigned      Price in $         (as a            Note
----------      ----------         -----            ----
Receivables                        percentage)
-----------                        -----------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

<PAGE>

                                   SCHEDULE II

                             Reassigned Receivables