EXHIBIT 10-Y
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                           Receivables Sale Agreement

                          Dated as of December 17, 1999

                                      among

                                Blue Hill, Inc.,
                                 as the Seller,

                          Bergen Brunswig Drug Company,
                        as the Initial Collection Agent,

                              Wachovia Bank, N.A.,
                               as the Agent and as
                         the Blue Ridge Purchaser Agent,

                           The Related Bank Purchasers
                         from time to time party hereto,

                      Blue Ridge Asset Funding Corporation,
                             as a Conduit Purchaser

                                       and

                          the other Conduit Purchasers
                         from time to time party hereto



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                                Table of Contents

                                                                            Page

ARTICLE I      PURCHASES FROM SELLER AND SETTLEMENTS                          1

     Section 1.1.   Sales                                                     1
     Section 1.2.   Interim Liquidations                                      3
     Section 1.3.   Selection of Discount Rates and Tranche
                         Period for each Purchaser Group                      4
     Section 1.4.   Fees and Other Costs and Expenses                         5
     Section 1.5.   Maintenance of Sold Interest; Deemed Collection           5
     Section 1.6.   Reduction in Commitments                                  6
     Section 1.7.   Optional Repurchases                                      6
     Section 1.8.   Assignment of Purchase Agreement                          6

ARTICLE II     SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS              7

     Section 2.1.   Purchases from a Conduit Purchaser                        7
     Section 2.2.   Purchases by a Conduit Purchaser                          8
     Section 2.3.   Allocations and Distributions                             8

ARTICLE III    ADMINISTRATION AND COLLECTIONS                                 9

     Section 3.1.   Appointment of Collection Agent                           9
     Section 3.2.   Duties of Collection Agent                               10
     Section 3.3.   Reports                                                  11
     Section 3.4.   Lock-Box and Depositary Account Arrangements             11
     Section 3.5.   Enforcement Rights                                       11
     Section 3.6.   Collection Agent Fee                                     12
     Section 3.7.   Responsibilities of the Seller                           12
     Section 3.8.   Actions by Seller                                        13
     Section 3.9.   Indemnities by the Collection Agent                      13

ARTICLE IV     REPRESENTATIONS AND WARRANTIES                                14

     Section 4.1.   Representations and Warranties of the Seller             14
     Section 4.2.   Representations and Warranties of
                         the Collection Agent                                16

ARTICLE V      COVENANTS                                                     17

     Section 5.1.   Covenants of the Seller                                  17

ARTICLE VI     INDEMNIFICATION                                               22

     Section 6.1.   Indemnities by the Seller                                22
     Section 6.2.   Increased Cost and Reduced Return                        23
     Section 6.3.   Other Costs and Expenses                                 24
     Section 6.4.   Withholding Taxes                                        25
     Section 6.5.   Payments and Allocations                                 25

ARTICLE VII    CONDITIONS PRECEDENT                                          25

     Section 7.1.   Conditions to Closing                                    25
     Section 7.2.   Conditions to Each Purchase                              26

ARTICLE VIII   THE AGENT                                                     27

     Section 8.1.   Appointment and Authorization                            27
     Section 8.2.   Delegation of Duties                                     28
     Section 8.3.   Exculpatory Provisions                                   28
     Section 8.4.   Reliance by Agent                                        28
     Section 8.5.   Assumed Payments                                         29
     Section 8.6.   Notice of Termination Events                             30
     Section 8.7.   Non-Reliance on Agent, Purchaser Agents
                         and Other Purchasers                                30
     Section 8.8.   Agent and Affiliates                                     30
     Section 8.9.   Indemnification                                          31
     Section 8.10   Successor Agent                                          31

ARTICLE IX     MISCELLANEOUS                                                 31

     Section 9.1.   Termination                                              31
     Section 9.2.   Notices                                                  32
     Section 9.3.   Payments and Computations                                32
     Section 9.4.   Sharing of Recoveries                                    32
     Section 9.5.   Right of Setoff                                          33
     Section 9.6.   Amendments                                               33
     Section 9.7.   Waivers                                                  34
     Section 9.8.   Successors and Assigns; Participations; Assignments      34
     Section 9.9.   Intended Tax Characterization                            35
     Section 9.10.  Confidentiality                                          36
     Section 9.11.  Agreement Not to Petition                                36
     Section 9.12.  Excess Funds                                             36
     Section 9.13.  No Recourse                                              37
     Section 9.14.  Headings; Counterparts                                   37
     Section 9.15.  Cumulative Rights and Severability                       37
     Section 9.16.  Governing Law; Submission to Jurisdiction                37
     Section 9.17.  WAIVER OF TRIAL BY JURY                                  38
     Section 9.18.  Entire Agreement                                         38

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Schedules            Description

Schedule I            Definitions
Schedule II           Related Bank Purchasers and Purchase Commitments of
                      Related Bank Purchasers and Purchaser Groups

Exhibits             Description

Exhibit A             Form of Incremental Purchase Request
Exhibit B             Form of Notification of Assignment from a Conduit
                      Purchaser to the Related Bank Purchasers
Exhibit C             Form of Periodic Report
Exhibit D             Addresses and Names of Seller and Originator
Exhibit E             Subsidiaries
Exhibit F             Lock-Boxes, Lock-Box Banks and Depositary Banks
Exhibit G-1           Form of Lock-Box Letter
Exhibit G-2           Form of Depositary Account Letter
Exhibit H             Compliance Certificate
Exhibit I             Credit and Collection Policy


<PAGE>



                           Receivables Sale Agreement


          Receivables Sale Agreement,  dated as of December 17, 1999, among Blue
Hill, Inc., a Delaware  corporation,  as Seller (the "Seller"),  Bergen Brunswig
Drug  Company,  a  California  corporation,  as  initial  Collection  Agent (the
"Initial  Collection  Agent," and,  together  with any  successor  thereto,  the
"Collection  Agent"),  Wachovia Bank, N.A. as the Blue Ridge Purchaser Agent and
as  administrative  agent for the  Purchasers  (the  "Agent"),  the Related Bank
Purchasers from time to time party hereto, Blue Ridge Asset Funding Corporation,
as a Conduit Purchaser ("Blue Ridge") and the other Conduit Purchasers from time
to time party hereto.  Certain  capitalized terms used herein, and certain rules
of  construction,  are defined in  Schedule I.  The Related Bank  Purchasers and
their Commitments are listed on Schedule II.

          The parties hereto agree as follows:


                                    Article I
                      Purchases from Seller and Settlements

         Section 1.1.    Sales.

          (a) The Sold Interest. Subject to the terms and conditions hereof, the
Seller may,  from time to time before the  Termination  Date,  request  that the
Conduit  Purchasers (or, only if a Conduit  Purchaser  denies such request or is
unable to fund,  ratably request that the Related Bank Purchasers make purchases
of an undivided  percentage  ownership interest in the Receivables,  the Related
Security  and all related  Collections.  Upon any such  request,  subject to the
terms and conditions of this  Agreement,  the Conduit  Purchasers  may, in their
sole  discretion,  purchase  such  interest,  or, if any such Conduit  Purchaser
decides not to purchase  such  interest,  the Related Bank  Purchasers  for such
Conduit  Purchaser  shall  purchase  such  interest.   Such  interest  shall  be
transferred to the Agent, on behalf of each Purchaser Agent as representative of
the applicable Conduit Purchaser or Related Bank Purchaser,  as the case may be.
Any  such  purchase  (a  "Purchase")  shall be made by each  relevant  Purchaser
remitting  funds to the Seller pursuant to  Section 1.1(c)  or by the Collection
Agent  remitting  Collections  to the Seller  pursuant  to  Section 1.1(d).  The
aggregate  percentage  ownership  interest so  acquired  by a  Purchaser  in the
Receivables,  the  Related  Security  and  related  Collections  (its  "Purchase
Interest") shall equal at any time the following quotient:

                                                 I    +    PRP
                                                NRB

where:

          I = the outstanding Investment of such Purchaser at such time;

          NRB = the Net Receivables Balance at such time; and

<PAGE>

          PRP = the Purchaser Reserve Percentage at such time.

Except during a Liquidation  Period for a Purchaser,  such Purchaser's  Purchase
Interest will change whenever its Investment,  its Purchaser Reserve  Percentage
or the Net  Receivables  Balance  changes.  During a  Liquidation  Period  for a
Purchaser   its   Purchase   Interest   shall   remain   constant,   except  for
redeterminations  to  reflect  Investment  acquired  from  or  transferred  to a
Purchaser under Article II or pursuant to a Transfer  Agreement.  The sum of all
Purchasers'  Purchase  Interests  at any time is referred to herein as the "Sold
Interest", which at any time is the aggregate percentage ownership interest then
held by the Purchasers in the Receivables, the Related Security and Collections.

          (b)  Conduit  Purchaser   Purchase  Option  and  Committed   Purchaser
Commitments.  Subject to Section 1.1(d) concerning Reinvestment Purchases, at no
time will a Conduit  Purchaser  have any  obligation  to make a  Purchase.  Each
Related Bank Purchaser  severally hereby agrees,  subject to Section 7.2 and the
other terms and  conditions  hereof,  to make Purchases  before the  Termination
Date, based on the applicable  Purchaser  Group's Ratable Share of each Purchase
by (and, in the case of each Related Bank Purchaser,  its Commitment  Percentage
of its  Purchaser  Group's  Ratable Share of such  Purchase),  to the extent its
Investment  would not thereby exceed its  Commitment,  the Aggregate  Investment
would  not  thereby  exceed  the  Purchase  Limit,  and  the  Matured  Aggregate
Investment would not thereby exceed the Aggregate Commitments.  Each Purchaser's
first  Purchase and each  additional  Purchase by such  Purchaser  not made from
Collections  pursuant to Section 1.1(d) is referred to herein as an "Incremental
Purchase." Each Purchase made by a Purchaser with the proceeds of Collections in
which it has a  Purchase  Interest,  which  does not  increase  the  outstanding
Investment  of  such  Purchaser,  is  referred  to  herein  as  a  "Reinvestment
Purchase." All Purchases hereunder shall be made ratably by such Purchaser Group
in accordance with the Commitment of such Purchaser Group.

          (c) Incremental Purchases. In order to request an Incremental Purchase
from a Purchaser,  the Seller must provide to the Agent and each Purchaser Agent
an  irrevocable  written  request  (including by  telecopier or other  facsimile
communication)  substantially in the form of Exhibit A,  by 11:00 a.m.  (Atlanta
time) two Business Days before the requested date (the "Purchase  Date") of such
Purchase,  specifying the requested Purchase Date (which must be a Business Day)
and the requested amount (the "Purchase Amount") of such Purchase, which must be
in a minimum amount of $1,000,000 and multiples  thereof (or, if less, an amount
equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may
only be requested  ratably from the Conduit  Purchasers in each Purchaser  Group
unless, a Conduit Purchaser, in its sole discretion,  determines not to make its
Ratable Share of such Incremental  Purchase (which  determination  shall be made
within one Business Day after the Seller's request for an Incremental Purchase),
in which case the Seller may request such Incremental  Purchase from the Related
Bank Purchasers for such Conduit Purchaser.  Each Purchaser Agent shall promptly
notify the related Purchasers from which a Purchase is requested of the contents
of such request. If the Ratable Share of an Incremental  Purchase requested from
a  Conduit  Purchaser  and  such  Conduit  Purchaser  determines,  in  its  sole
discretion,  to make  the  requested  Purchase,  such  Conduit  Purchaser  shall
transfer to the Seller's  Account its Ratable  Share amount of such  Incremental
Purchase by no later than 1:00 p.m.  (Atlanta  time) on the Purchase  Date. If a

<PAGE>

Conduit Purchaser  refuses to make a requested  Purchase and the Seller requests
the  Incremental  Purchase  from the Related  Bank  Purchasers  for such Conduit
Purchaser  three  Business  Days  before  such  requested  Purchase,  subject to
Section 7.2  and the other  terms  and  conditions  hereof,  each  Related  Bank
Purchaser  shall  transfer its  Commitment  Percentage of its Purchaser  Group's
Ratable Share of such  Purchase into the Seller's  Account by no later than 1:00
p.m. (Atlanta time) on the Purchase Date (which in no event will be earlier than
three Business Days after such request is made to the Committed Purchasers).

          (d) Reinvestment Purchases. Unless a Conduit Purchaser has provided to
the Agent,  each Purchaser Agent, the Seller,  and the Collection Agent a notice
(which  notice  has  not  been  revoked)  that  it  no  longer  wishes  to  make
Reinvestment  Purchases  (in which case such  Conduit  Purchaser's  Reinvestment
Purchases,  but not those of its Related Bank Purchasers,  shall cease), on each
day  before  the  Termination  Date that any  Collections  are  received  by the
Collection Agent and no Interim Liquidation is in effect, a Purchaser's Purchase
Interest in such Collections shall  automatically be used to make a Reinvestment
Purchase by such Purchaser.  A Conduit  Purchaser may revoke any notice provided
under the first  sentence of this  Section 1.1(d)  by notifying  the Agent,  its
Purchaser  Agent,  the  Seller,  and the  Collection  Agent  that  it will  make
Reinvestment Purchases.

          (e) Security Interest. To secure all of the Seller's obligations under
the  Transaction  Documents,  the  Seller  hereby  grants to the Agent  (for the
benefit  of the  Purchasers  and any  other  Person  to whom any  amount is owed
hereunder)  a security  interest in all of the  Seller's  rights (if any) in the
Receivables,  the Related Security, the Collections,  and the Lock- Box Accounts
and all proceeds of the foregoing.

         Section 1.2.    Interim Liquidations.

          (a)  Optional.  The Seller may at any time  direct  that  Reinvestment
Purchases cease and that an Interim  Liquidation  commence for all Purchasers by
giving the Agent,  each Purchaser Agent and the Collection  Agent at least three
Business   Days'  prior   written   (including   telecopy  or  other   facsimile
communication) notice specifying the date on which the Interim Liquidation shall
commence and, if desired,  when such Interim Liquidation shall cease (identified
as a  specific  date  prior to the  Termination  Date or as when  the  Aggregate
Investment is reduced to a specified amount).  If the Seller does not so specify
the date on which an Interim  Liquidation shall cease, it may cause such Interim
Liquidation  to  cease at any time  before  the  Termination  Date,  subject  to
Section 1.2(b)  below,  by notifying  the Agent,  each  Purchaser  Agent and the
Collection   Agent  in  writing   (including  by  telecopy  or  other  facsimile
communication)  at least three Business Days before the date on which it desires
such Interim Liquidation to cease.

          (b)  Mandatory.  If at  any  time  before  the  Termination  Date  any
condition in Section 7.2 is not fulfilled,  the Seller shall immediately  notify
the Agent, each Purchaser Agent and the Collection Agent, whereupon Reinvestment
Purchases shall cease and an Interim  Liquidation  shall  commence,  which shall
cease  only upon the  Seller  confirming  to the Agent  that the  conditions  in
Section 7.2 are fulfilled.

<PAGE>

          Section 1.3.  Selection of Discount Rates and Tranche Periods for each
Purchaser Group.

          (a) Blue Ridge. All Investment of Blue Ridge shall be allocated to one
or more Tranche  Periods  reflecting the Discount Rates at which such Investment
accrues  Discount and the Tranche  Periods for which such  Discount  Rates apply
selected by the Blue Ridge Purchaser Agent as provided below.  All Investment of
Blue Ridge shall accrue Discount at the CP Rate applicable to Blue Ridge. All CP
Discount  accrued  during a Tranche Period on the Investment of Blue Ridge shall
be payable by the Seller on the last day of such Tranche Period.

          (b) Other Conduit  Purchasers.  All  Investment of Conduit  Purchasers
shall be allocated to Tranche  Periods  reflecting  the Discount  Rates at which
such Investment accrues Discount and the Tranche Periods for which such Discount
Rates apply  selected  by the  Purchaser  Agent for such  Conduit  Purchaser  as
provided below. All Investment of such Conduit  Purchasers shall accrue Discount
at the CP Rate applicable to such Conduit  Purchasers.  All CP Discount  accrued
during a Tranche  Period  for such  Conduit  Purchasers  shall be payable on the
dates specified in the Rate Supplement for the relevant Purchaser Group.

          (c) Committed  Purchasers.  All Investment of the Committed Purchasers
shall be  allocated to one or more  Tranches  reflecting  the Discount  Rates at
which such  Investment  accrues  Discount and the Tranche Periods for which such
Discount  Rates  apply.  In each  request  for an  Incremental  Purchase  from a
Committed Purchaser and three Business Days before the expiration of any Tranche
Period  applicable  to any  Committed  Purchaser's  Investment,  the  Seller may
request  the Tranche  Period(s)  to be  applicable  to such  Investment  and the
Discount Rate(s) applicable thereto.  All Investment of the Committed Purchasers
may accrue  Discount at either the  Eurodollar  Rate or the Prime  Rate,  in all
cases as established for each Tranche Period applicable to such Investment.  Any
Investment of the Committed  Purchasers  not allocated to a Tranche Period shall
be a Prime Tranche.  During the pendency of a Termination  Event, the applicable
Purchaser Agent, upon notice to all other Purchaser  Agents,  may reallocate any
outstanding  Investment of the related Committed  Purchasers to a Prime Tranche.
All Discount  accrued on the  Investment  of the Committed  Purchasers  during a
Tranche  Period  shall be payable by the Seller on the last day of such  Tranche
Period or, for a  Eurodollar  Tranche  with a Tranche  Period of more than three
months,  90 days after the  commencement,  and on the last day, of such  Tranche
Period.

          (d) The relevant  Purchaser Agent shall allocate the Investment of the
related Conduit Purchaser to Tranche Periods in its sole discretion.  If, by the
time required in  Section 1.3(c),  the Seller fails to select a Discount Rate or
Tranche  Period for any Investment of the Committed  Purchasers,  such amount of
Investment  shall  automatically  accrue  Discount at the Prime Rate for a three
Business Day Tranche Period.  Any Investment  purchased from a Conduit Purchaser
pursuant to the relevant  Transfer  Agreement shall accrue interest at the Prime
Rate and have an initial Tranche Period of three Business Days.

          (e) If any Committed Purchaser  determines (i) that maintenance of any
Eurodollar  Tranche would violate any applicable  law or  regulation,  (ii) that
deposits of a type and maturity  appropriate to match fund any of such Committed
Purchaser's  Eurodollar Tranches are not available or (iii) that the maintenance

<PAGE>

of any  Eurodollar  Tranche will not  adequately  and fairly reflect the cost of
such Purchaser of funding  Eurodollar  Tranches,  then the applicable  Purchaser
Agent,  upon the  direction  of such  Committed  Purchaser,  shall  suspend  the
availability of, and terminate any outstanding,  Eurodollar Tranche so affected.
All  Investment  allocated to any such  terminated  Eurodollar  Tranche shall be
reallocated to a Prime Tranche.

          Section 1.4.  Fees and Other Costs and  Expenses.  (a) Each  Purchaser
Agent shall  receive  from the Seller for the ratable  benefit of its  Purchaser
Group such  amounts as agreed to with the  Purchaser  in the Fee Letter for such
Purchaser Group.

          (b) If (i) with  respect to any Investment of any Purchaser Group, the
amount of such  Purchaser  Group's  Investment is reduced on any date other than
the last day of a CP Tranche,  (ii) the  amount of  Investment  allocated to any
Eurodollar Tranche is reduced before the last day of its Tranche Period or (iii)
if a requested  Incremental  Purchase at the Eurodollar Rate does not take place
on its scheduled  Purchase  Date,  the Seller shall pay the Early Payment Fee to
each  Purchaser in the  applicable  Purchaser  Group that had its  Investment so
reduced or scheduled Purchase not made; provided,  however, no Early Payment Fee
will  be  due  by the  Seller  if the  amount  of  Investment  allocated  to any
Eurodollar Tranche is reduced before the last day of its Tranche Period pursuant
to Section 1.3(e)(iii) hereof.

          (c)  Investment  shall be payable  solely  from  Collections  and from
amounts  payable  under  Sections 1.5,  1.7 and 6.1 (to the extent  amounts paid
under   Section 6.1   indemnify   against   reductions  in  or   non-payment  of
Receivables).  The Seller shall pay, as a full recourse obligation,  all amounts
payable  pursuant to Sections  1.5,  1.7 and 6.1 and all other  amounts  payable
hereunder and under the Fee Letter,  including all Discount,  fees  described in
clauses (a) and (b) above and amounts payable under Article VI.

          Section 1.5. Maintenance of Sold Interest; Deemed Collection.

          (a)  General.  If at any  time  before  the  Termination  Date the Net
Receivables  Balance is less than the sum of the Aggregate  Investment (or, if a
Termination Event exists,  the Matured Aggregate  Investment) plus the Aggregate
Reserve,  the Seller  shall pay to the Agent on the next  succeeding  Settlement
Date following such imbalance an amount equal to such deficiency for application
to reduce the  Investments  of the  Purchasers  ratably in  accordance  with the
principal  amount  of  their  respective  Investments,  applied  first  to Prime
Tranches and second to the other Tranches with the shortest remaining maturities
unless  otherwise  specified  by the  Seller.  Any amount so applied to reduce a
Conduit Purchaser's  Investment shall be deposited into an account designated by
the Purchaser Agent for the relevant Purchaser Group.

          (b) Deemed  Collections.  If on any day the  outstanding  balance of a
Receivable  is reduced or  cancelled  as a result of any  defective  or rejected
goods or services,  any cash discount or adjustment  (including  any  adjustment
resulting from the  application of any special refund or other  discounts or any
reconciliation),  any setoff or credit  (whether such claim or credit arises out
of the same, a related, or an unrelated transaction) or other similar reason not
arising  from  the  financial   inability  of  the  Obligor  to  pay  undisputed
indebtedness,  the  Seller  shall  be  deemed  to have  received  on such  day a
Collection on such  Receivable in the amount of such  reduction or  cancellation

<PAGE>

and the remaining  balance,  if any, of such Receivable  shall continue to be an
Eligible  Receivable.  If on any day any representation,  warranty,  covenant or
other  agreement  of the Seller  related to a  Receivable  is not true or is not
satisfied,  the Seller shall be deemed to have received on such day a Collection
in  the  amount  of  the  outstanding  balance  of  such  Receivable.  All  such
Collections  deemed  received by the Seller under this  Section 1.5(b)  shall be
remitted by the Seller on the next succeeding  Settlement Date to the Collection
Agent in accordance with Section 5.1(i).

          (c)  Adjustment to Sold Interest.  At any time before the  Termination
Date  that  the  Seller  is  deemed  to  have  received  any  Collection   under
Section 1.5(b)  ("Deemed  Collections")  that derive from a  Receivable  that is
otherwise reported as an Eligible  Receivable,  so long as no Liquidation Period
then exists (unless such Liquidation  Period only applies to a Conduit Purchaser
pursuant to  Section 1.1(d)  hereof),  the Seller may satisfy its  obligation to
deliver such amount to the Collection  Agent by instead  notifying the Agent and
the Purchaser Agents that the Sold Interest should be recalculated by decreasing
the Net Receivables Balance by the amount of such Deemed Collections, so long as
such adjustment does not cause the Sold Interest to exceed 100%.

          (d)  Payment  Assumption.  Unless an Obligor  otherwise  specifies  or
another  application is required by contract or law, any payment received by the
Seller  from any  Obligor  in respect  of any  Receivable  shall be applied as a
Collection  of  Receivables  of such  Obligor  (starting  with the  oldest  such
Receivable) and remitted to the Collection Agent as such.

          Section 1.6.  Reduction in  Commitments.  The Seller may,  upon thirty
days'  notice  to the Agent  and each  Purchaser  Agent,  reduce  the  Aggregate
Commitment in increments of $1,000,000,  so long as the Aggregate  Commitment as
so reduced equals at least the outstanding  Matured Aggregate  Investment.  Each
such reduction in the Aggregate  Commitment  shall reduce the Commitment of each
Committed  Purchaser  in  accordance  with its Ratable  Share and shall  ratably
reduce the Purchase Limit so that the Aggregate Commitment remains at least 102%
of the Purchase  Limit and the Purchase  Limit is not less than the  outstanding
Aggregate Investment.

          Section  1.7.  Optional  Repurchases.  At any time that the  Aggregate
Investment  is less than 10% of the  Aggregate  Commitment in effect on the date
hereof, the Seller may, upon thirty days' notice to the Agent and each Purchaser
Agent,  repurchase the entire Sold Interest from the Purchasers at a price equal
to the outstanding Matured Aggregate  Investment and all other amounts then owed
hereunder.  Upon the payment of the  repurchase  price pursuant to this Section,
the Agent and each  Purchaser  Agent shall execute and deliver all documents and
instruments  reasonably requested by the Seller in order to evidence the release
of the Sold  Interest.  Any  sale  pursuant  to this  Section  shall be  without
recourse,  representation or warranty except for the representation and warranty
that the portion of the Sold Interest  sold by each  Purchaser is free and clear
of any Adverse Claim created or granted by, or attributable to, such Purchaser.

          Section  1.8.  Assignment  of Purchase  Agreement.  The Seller  hereby
assigns and otherwise transfers to the Agent (for the benefit of the Agent, each
Purchaser Agent,  each Purchaser and any other Person to whom any amount is owed
hereunder),  all of the Seller's right,  title and interest in, to and under the
Purchase  Agreement.  The Seller shall  execute,  file and record all  financing

<PAGE>

statements,  continuation  statements and other documents required to perfect or
protect such  assignment.  This  assignment  includes  (a) all monies due and to
become due to the Seller from the  Originator  under or in  connection  with the
Purchase Agreement (including fees, expenses, costs, indemnities and damages for
the breach of any obligation or  representation  related to such  agreement) and
(b) all rights,  remedies,  powers,  privileges and claims of the Seller against
the  Originator  under  or  in  connection  with  the  Purchase  Agreement.  All
provisions of the Purchase  Agreement  shall inure to the benefit of, and may be
relied upon by, the Agent,  each Purchaser  Agent,  each Purchaser and each such
other  Person.  At any  time  that  a  Termination  Event  has  occurred  and is
continuing,  the Agent,  on behalf of the Purchaser  Agents and the  Purchasers,
shall have the sole right to enforce the Seller's  rights and remedies under the
Purchase  Agreement  to  the  same  extent  as  the  Seller  could  absent  this
assignment,  but without any obligation on the part of the Agent,  any Purchaser
Agent,  any Purchaser or any other such Person to perform any of the obligations
of the Seller under the Purchase  Agreement  (or the  promissory  note  executed
thereunder).  All amounts distributed to the Seller under the Purchase Agreement
from  Receivables sold to the Seller  thereunder  shall  constitute  Collections
hereunder and shall be applied in accordance herewith.


                                   Article II
                Sales to and from Conduit Purchasers; Allocations

          Section  2.1.  Purchases  from a Conduit  Purchaser.  (a) Each Conduit
Purchaser  may,  at any  time,  sell to the  relevant  Related  Bank  Purchasers
pursuant to the relevant  Transfer  Agreement any percentage  designated by such
Conduit Purchaser of such Conduit  Purchaser  Investment and its related Conduit
Purchaser Settlement (each, a "Put").

          (b) Any portion of any  Investment of a Conduit  Purchaser and related
Conduit  Purchaser  Settlement  purchased by a Related Bank  Purchaser  shall be
considered part of such Related Bank Purchaser's  Investment and related Conduit
Purchaser  Settlement  from the  date of the  relevant  Put.  At the end of each
applicable  Tranche Period following any purchase by a Related Bank Purchaser of
any portion of the relevant Conduit Purchaser Investment of the relevant Conduit
Purchaser, the Seller shall pay to the relevant Purchaser Agent (for the ratable
benefit of each such  Purchaser)  an amount equal to a portion of the sum of (i)
the Assigned Conduit  Purchaser  Settlement and (ii) all unpaid Discount owed to
such Conduit  Purchaser  (whether or not then due) to the end of each applicable
Tranche Period to which any Investment  being Put has been allocated,  (iii) all
accrued  but unpaid  fees  (whether  or not then due)  payable  to such  Conduit
Purchaser  in  connection  herewith  at the time of such  purchase  and (iv) all
accrued and unpaid costs, expenses and indemnities due to such Conduit Purchaser
from the Seller in  connection  herewith,  which  portion shall be calculated by
dividing the amount of Investment  allocated to the applicable Tranche Period by
the total amount of Investment purchased.

          (c) The proceeds from each Put received by a Conduit  Purchaser (other
than amounts  described in  clauses (iii)  and (iv) of the  preceding  sentence)
shall be used solely to pay that portion of the outstanding  commercial paper of

<PAGE>

the relevant Conduit Purchaser issued to fund or maintain the Investment of such
Conduit  Purchaser  so  transferred.  Until used to pay  commercial  paper,  all
proceeds of any Put  pursuant  to this  Section  shall be invested in  Permitted
Investments.  All  earnings  on such  Permitted  Investments  shall be  promptly
remitted to the Seller.

          Section 2.2.  Purchases by a Conduit Purchaser. Each Conduit Purchaser
may at any time deliver to its Purchaser  Agent and each  relevant  Related Bank
Purchaser a notification of assignment in substantially the form of Exhibit A to
the relevant Transfer  Agreement.  If a Conduit Purchaser  delivers such notice,
each relevant  Related Bank Purchaser  shall sell to such Conduit  Purchaser and
such  Conduit  Purchaser  shall  purchase  in full from each such  Related  Bank
Purchaser,  the Investment of the Related Bank Purchasers on the last day of the
relevant  Tranche  Periods,  at a purchase price equal to such  Investment  plus
accrued and unpaid Discount thereon. Any sale from any Related Bank Purchaser to
the relevant Conduit  Purchaser  pursuant to this  Section 2.2  shall be without
recourse,  representation or warranty except for the representation and warranty
that the Investment sold by such Related Bank Purchaser is free and clear of any
Adverse  Claim  created or granted by such Related Bank  Purchaser and that such
Related Bank Purchaser has not suffered a Bankruptcy Event.

          Section 2.3. Allocations and Distributions.

          (a)  Non-Reinvestment  Periods.  Before the Termination Date unless an
Interim  Liquidation  is in effect,  on each day during a period  that a Conduit
Purchaser is not making  Reinvestment  Purchases (as  established  under Section
1.1(d)),  the  Collection  Agent (i) shall  set  aside and hold  solely  for the
benefit of the  applicable  Conduit  Purchaser  (or  deliver  to the  applicable
Purchaser  Agent,  if so  instructed  pursuant to Section  3.2(a))  such Conduit
Purchaser's  Purchase Interest in all Collections  received on such day and (ii)
shall  distribute  on the last day of each CP Tranche  Period to the  applicable
Purchaser  Agent (for the benefit of such Conduit  Purchaser) the amounts so set
aside up to the amount of such Conduit  Purchaser's  Purchase Amount and, to the
extent not already paid in full, all Discount thereon and all other amounts then
due from the Seller in connection  with such Purchase Amount and Tranche Period.
As provided in Section 1.4(c) all Discount and other amounts  payable  hereunder
other than the  Purchase  Amount are payable by the  Seller.  If any part of the
Sold Interest in any Collections is applied to pay any such amounts  pursuant to
this  Section  2.3(a)  and  after  giving  effect to such  application  the Sold
Interest is greater than 100%, the Seller shall pay to the Collection  Agent the
amount so applied to the extent  necessary so that after  giving  effect to such
payment the Sold Interest is no greater than 100%, for  distribution  as part of
the Purchase Interest in Collections.

          (b) Termination Date and Interim Liquidations.  On each day during any
Interim  Liquidation  and on each  day on and  after  the  Termination  Date the
Collection  Agent  shall set  aside  and hold  solely  for the  account  of each
Purchaser  Agent, for the benefit of each Purchaser Group to the extent provided
below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section
3.2(a)) and for the account of the Agent,  the Sold Interest in all  Collections
received on such day and such Collections shall be allocated as follows:

               (i) first,  ratably to each  Purchaser  Group until all  Purchase
     Amounts of, and Discount due but not already paid to, each Purchaser  Group
     under the Transaction Documents has been paid in full; and

               (ii) second,  ratably to each  Purchaser  Group until all amounts
     owed under the Transaction Documents to such Purchaser Group have been paid
     in full.

               (iii)  third,  to the Agent  until  all  amounts  owed  under the
     Transaction Documents to such Person have been paid in full;

               (iv) fourth, to each Purchaser Agent until all amounts owed under
     the Transaction Documents to such Persons have been paid in full;

               (v) fifth, to any other Person to whom any amounts are owed under
     the  Transaction  Documents  until all such amounts have been paid in full;
     and

               (vi) sixth, to the Seller (or as otherwise required by applicable
     law).

Unless an Interim Liquidation has ended by such date (in which case Reinvestment
Purchases  shall resume to the extent provided in  Section 1.1(d)),  on the last
day of each Tranche Period  (unless  otherwise  instructed by a Purchaser  Agent
pursuant to  Section 3.2(a)),  the Collection Agent shall pay to the appropriate
parties, from such set aside Collections,  all amounts allocated to such Tranche
Period  and all  Tranche  Periods  that ended  before  such date that are due in
accordance with the priorities in clauses (i) and (ii) above.  No  distributions
shall be made to pay amounts  under  clauses  (iii),  (iv),  (v), and (vi) above
until sufficient Collections have been set aside to pay all amounts described in
clause (i) that may become  payable  for all  outstanding  Tranche  Periods.  As
provided in Section  1.4(c) all interest  and other  amounts  payable  hereunder
other  than  Investment  are  payable  by the  Seller.  If any  part of the Sold
Interest in any Collections is applied to pay any such amounts  pursuant to this
Section 2.3(b)  and after giving effect to such application the Sold Interest is
greater than 100%,  the Seller shall pay to the  Collection  Agent the amount so
applied to the extent  necessary so that after giving effect to such payment the
Sold  Interest is no greater  than 100%,  for  distribution  as part of the Sold
Interest in Collections.


                                   Article III
                         Administration and Collections

          Section 3.1.  Appointment  of  Collection  Agent.  (a) The  servicing,
administering  and collecting of the Receivables  shall be conducted by a Person
(the "Collection  Agent") designated to so act on behalf of the Purchasers under
this  Article  III.  As the  Initial  Collection  Agent,  Originator  is  hereby
designated  as,  and  agrees to  perform  the  duties  and  obligations  of, the
Collection  Agent. The Originator  acknowledges  that the Agent,  each Purchaser
Agent and each  Purchaser  have relied on the  Originator's  agreement to act as
Collection  Agent (and the agreement of any of the  sub-collection  agents to so
act) in making the  decision to execute and deliver  this  Agreement  and agrees
that it will not  voluntarily  resign as Collection  Agent without 90 days prior
written notice to the Agent nor permit any  sub-collection  agent to voluntarily
resign as a  sub-collection  agent without 90 days prior  written  notice to the
Agent. In addition, the Collection Agent may only voluntarily resign as a result
of nonpayment of the Collection  Agent Fee. At any time after the occurrence and

<PAGE>

during the continuance of a Collection Agent Replacement  Event, the Agent, upon
the direction of the Instructing  Group, may designate a new Collection Agent to
succeed the Originator (or any successor Collection Agent).

          (b) The  Originator  may,  and if  requested  by the  Agent,  upon the
direction of the Instructing Group,  shall,  delegate its duties and obligations
as Collection Agent to the Parent or other Affiliate (acting as a sub-collection
agent).  Notwithstanding such delegation,  the Originator shall remain primarily
liable for the performance of the duties and  obligations so delegated,  and the
Agent,  each  Purchaser  Agent and each  Purchaser  shall have the right to look
solely to the  Originator for such  performance.  The Agent (with the consent of
the  Instructing  Group)  may at any time  after the  occurrence  and during the
continuance  of a  Collection  Agent  Replacement  Event  remove or replace  any
sub-collection agent.

          (c) If replaced,  the Collection  Agent agrees it will terminate,  and
will cause each  existing  sub-collection  agent to  terminate,  its  collection
activities in a manner  requested by the Agent to facilitate the transition to a
new Collection  Agent.  The Collection Agent shall cooperate with and assist any
new Collection  Agent  (including  providing  access to, and  transferring,  all
Records and allowing (to the extent  permitted by  applicable  law and contract)
the new Collection Agent to use all licenses,  hardware or software necessary or
desirable to collect the Receivables).  The Originator irrevocably agrees to act
(if  requested  to do so) as the  data-processing  agent for any new  Collection
Agent  in  substantially  the  same  manner  as the  Originator  conducted  such
data-processing  functions  while  it  acted as the  Collection  Agent.  Any new
Collection Agent shall execute a confidentiality  agreement  consistent with the
provisions of Section 9.10 hereof.

          Section 3.2.  Duties of Collection  Agent.  (a) The  Collection  Agent
shall take, or cause to be taken,  all action  necessary or advisable to collect
each  Receivable in accordance  with this  Agreement,  the Credit and Collection
Policy  and all  applicable  laws,  rules  and  regulations  using the skill and
attention the  Collection  Agent  exercises in collecting  other  receivables or
obligations  owed  solely to it.  The  Collection  Agent  shall,  in  accordance
herewith,  set aside all  Collections  to which a Purchaser is  entitled.  If so
instructed by the appropriate  Purchaser Agent,  after the occurrence and during
the continuance of a Collection  Agent  Replacement  Event, the Collection Agent
shall transfer to the  appropriate  Purchaser Agent the amount of Collections to
which the appropriate  Purchaser Group is entitled by the Business Day following
receipt.  Each party hereto hereby appoints the Collection Agent to enforce such
Person's rights and interests in the Receivables, but (notwithstanding any other
provision in any  Transaction  Document)  the Agent,  upon the  direction of the
Instructing  Group,  shall at all times  after the  occurrence  and  during  the
continuance  of a  Collection  Agent  Replacement  Event  have the sole right to
direct the  Collection  Agent to commence or settle any legal  action to enforce
collection of any Receivable.

          (b) If no Termination Event exists and the Collection Agent determines
that such  action is  appropriate  in order to  maximize  the  Collections,  the
Collection  Agent may,  in  accordance  with the Credit and  Collection  Policy,
extend the maturity of any Receivable or adjust the  outstanding  balance of any
Receivable.  Any such  extension or  adjustment  shall not alter the status of a
Receivable  as a Defaulted  Receivable  or  Delinquent  Receivable  or limit any

<PAGE>

rights of the Agent,  any  Purchaser  Agent or the  Purchasers  hereunder.  If a
Termination  Event  exists,  the  Collection  Agent may make such  extensions or
adjustments only with the prior consent of the Instructing Group.

          (c)  The  Collection  Agent  shall  turn  over to the  Seller  (i) any
percentage of Collections  in excess of the Sold  Interest,  less all reasonable
costs and  expenses  of the  Collection  Agent  for  servicing,  collecting  and
administering   the  Receivables  and   (ii) subject  to   Section 1.5(d),   the
collections  and records for any  indebtedness  owed to the Seller that is not a
Receivable.  The  Collection  Agent shall have no  obligation  to remit any such
funds or records to the Seller  until the  Collection  Agent  receives  evidence
(satisfactory  to the Agent)  that the Seller is  entitled  to such  items.  The
Collection  Agent  has no  obligations  concerning  indebtedness  that  is not a
Receivable   other  than  to  deliver  the  collections  and  records  for  such
indebtedness to the Seller when required by this Section 3.2(c).

          Section 3.3.  Reports.  On or before each Settlement Date, and at such
other times after the  occurrence  and during the  continuance  of a Termination
Event  covering  such  other  periods  as is  requested  by  the  Agent  or  the
Instructing  Group,  the  Collection  Agent shall  deliver to the Agent and each
Purchaser  Agent an electronic and printed report  reflecting  information as of
the close of  business of the  Collection  Agent for the  immediately  preceding
calendar month or such other preceding  period as is requested (each a "Periodic
Report"),   containing  the  information  described  on  Exhibit  C  (with  such
modifications  or  additional  information  as  requested  by the  Agent  or the
Instructing Group).

          Section 3.4. Lock-Box and Depositary Account Arrangements.  The Agent,
upon the direction of the Instructing Group, is hereby authorized to give notice
at any time after the occurrence of a Collection Agent  Replacement Event to any
or all Lock-Box  Banks and  Depositary  Banks that the Agent is  exercising  its
rights under the Lock-Box Letters or Depositary Account Letters,  as applicable,
and to take all actions  permitted under the Lock-Box  Letters or the Depositary
Account Letters.  The Seller agrees to take any action requested by the Agent to
facilitate  the  foregoing.  After the Agent  takes  any such  action  under the
Lock-Box  Letters or Depositary  Account Letters,  the Seller shall  immediately
deliver to the Agent any Collections  received by the Seller. If the Agent takes
control  of  any  Lock-Box  Account  or  Depositary  Account,  the  Agent  shall
distribute  Collections it receives in accordance  herewith and shall deliver to
the Collection Agent, for distribution under  Section 3.2,  all other amounts it
receives from such Lock-Box Account or Depositary Account.

          Section 3.5.  Enforcement  Rights. (a) The Agent may at any time after
the occurrence of a Collection Agent  Replacement  Event direct the Obligors and
the Lock-Box Banks to make all payments on the Receivables directly to the Agent
or its  designee.  The Agent may, and the Seller  shall at the Agent's  request,
withhold the identity of the  Purchasers  from the Obligors,  Lock-Box Banks and
Depositary  Banks.  Upon  the  Agent's  request,   upon  the  direction  of  the
Instructing Group, after the occurrence of a Collection Agent Replacement Event,
the Seller (at the  Seller's  expense)  shall (i) give notice to each Obligor of
the  Agent's  ownership  of the  Sold  Interest  and  direct  that  payments  on
Receivables be made directly to the Agent or its designee, (ii) assemble for the
Agent all Records and collateral  security for the  Receivables  and the Related
Security  and  transfer  to the  Agent  (or its  designee),  or (to  the  extent
permitted by applicable law and contract) license to the Agent (or its designee)
the use of, all software  useful to collect the  Receivables and (iii) segregate
in a manner  acceptable to the Agent all  Collections  the Seller  receives and,

<PAGE>

promptly  upon  receipt,  remit  such  Collections  in the form  received,  duly
endorsed or with duly  executed  instruments  of  transfer,  to the Agent or its
designee on behalf of the Purchaser Agents and the Purchasers.

          (b) After the occurrence of a Collection Agent Replacement  Event, the
Seller hereby  irrevocably  appoints the Agent on behalf of the Purchaser Agents
and the Purchasers as its attorney-in-fact  coupled with an interest,  with full
power of  substitution  and with full  authority in the place of the Seller,  to
take any and all steps deemed desirable by the Agent,  upon the direction of the
Instructing  Group,  in the name and on behalf of the Seller to (i)  collect any
amounts due under any Receivable,  including endorsing the name of the Seller on
checks  and  other  instruments  representing  Collections  and  enforcing  such
Receivables  and the  Related  Security,  and (ii)  exercise  any and all of the
Seller's  rights and  remedies  under the  Purchase  Agreement  and the  Limited
Guaranty.  The Agent's  powers under this  Section 3.5(b)  shall not subject the
Agent to any  liability  if any action  taken by it proves to be  inadequate  or
invalid, nor shall such powers confer any obligation whatsoever upon the Agent.

          (c) None of the Agent, any Purchaser Agent or any Purchaser shall have
any  obligation to take or consent to any action to realize upon any  Receivable
or Related Security or to enforce any rights or remedies related thereto.

          Section 3.6.  Collection Agent Fee. On or before each Settlement Date,
the Seller shall pay to the Collection Agent a fee for the immediately preceding
calendar month as  compensation  for its services (the  "Collection  Agent Fee")
equal to (a) at all times the Originator or an Affiliate of any Bergen Entity is
the Collection Agent,  such  consideration as is set forth in Section 3.1 of the
Purchase Agreement, the receipt and sufficiency of which is hereby acknowledged,
and (b) at all times any other  Person is the  Collection  Agent,  a  reasonable
amount agreed upon by the Agent (with the consent of the Instructing Group which
consent shall not be unreasonably  withheld) and the new Collection  Agent on an
arm's-length  basis  reflecting rates and terms prevailing in the market at such
time. The Collection Agent may apply to payment of the Collection Agent Fee only
the portion of the  Collections in excess of the Sold Interest plus  Collections
that  fund  Reinvestment  Purchases.  The Agent  may,  with the  consent  of the
Instructing  Group which consent  shall not be  unreasonably  withheld,  pay the
Collection  Agent  Fee to  the  Collection  Agent  from  the  Sold  Interest  in
Collections. The Seller shall be obligated to reimburse any such payment.

          Section 3.7.  Responsibilities  of the Seller.  The Seller  shall,  or
shall cause the Originator to, pay when due all Taxes payable in connection with
the Receivables and the Related Security or their creation or satisfaction.  The
Seller shall,  and shall cause the Originator to, perform all of its obligations
under agreements related to the Receivables and the Related Security to the same
extent as if interests in the Receivables and the Related  Security had not been
transferred  hereunder  or, in the case of the  Originator,  under the  Purchase
Agreement. The Agent's, any Purchaser Agent's or any Purchaser's exercise of any
rights  hereunder  shall not  relieve  the  Seller or the  Originator  from such
obligations.  None of the Agent, any Purchaser Agent or any Purchaser shall have
any  obligation to perform any  obligation of the Seller or of the Originator or
any other  obligation or liability in  connection  with the  Receivables  or the
Related Security.

<PAGE>

          Section 3.8.  Actions by Seller. The Seller shall defend and indemnify
the Agent, each Purchaser Agent and each Purchaser against all reasonable costs,
expenses,  claims  and  liabilities  for any  action  taken by the  Seller,  the
Originator or any other  Affiliate of the Seller or of the  Originator  (whether
acting as  Collection  Agent or  otherwise)  related to any  Receivable  and the
Related  Security,  or arising out of any alleged  failure of  compliance of any
Receivable or the Related Security with the provisions of any law or regulation.
If any goods  related to a  Receivable  are  repossessed,  the Seller  agrees to
resell, or to have the Originator or another  Affiliate resell,  such goods in a
commercially  reasonable  manner for the account of the Agent and remit, or have
remitted,  to the Agent the Purchasers' share in the gross sale proceeds thereof
net of any  out-of-pocket  expenses and any equity of  redemption of the Obligor
thereon.  Any such moneys  collected  by the Seller or the  Originator  or other
Affiliate of the Seller  pursuant to this  Section 3.8  shall be segregated  and
held in trust for the Agent and remitted to the Agent within one Business Day of
receipt as part of the Sold Interest in Collections  for application as provided
herein.

          Section 3.9. Indemnities by the Collection Agent. Without limiting any
other  rights  any  Person  may have  hereunder  or under  applicable  law,  the
Collection Agent hereby indemnifies and holds harmless the Agent, each Purchaser
Agent and each Purchaser and their respective  officers,  directors,  agents and
employees  (each an  "Indemnified  Party") from and against any and all damages,
losses, claims,  liabilities,  penalties,  Taxes,  reasonable costs and expenses
(including  reasonable  attorneys'  fees and court costs) (all of the  foregoing
collectively,  the  "Indemnified  Losses") at any time imposed on or incurred by
any Indemnified Party arising out of or otherwise relating to:

               (i) any  representation  or warranty  made by or on behalf of the
     Collection Agent in this Agreement,  any other  Transaction  Document,  any
     Periodic  Report  or any  other  information  or  report  delivered  by the
     Collection Agent pursuant hereto,  which shall have been false or incorrect
     in any material respect when made;

               (ii) the  failure  by the  Collection  Agent to  comply  with any
     applicable law, rule or regulation related to any Receivable or the Related
     Security;

               (iii)  any  loss  of a  perfected  security  interest  (or in the
     priority of such security  interest) as a result of any  commingling by the
     Collection  Agent of funds to which the Agent,  any Purchaser  Agent or any
     Purchaser is entitled hereunder with any other funds; or

               (iv) any failure of the Collection Agent to perform its duties or
     obligations  in accordance  with the  provisions  of this  Agreement or any
     other Transaction Document to which the Collection Agent is a party;

whether  arising by reason of the acts to be performed by the  Collection  Agent
hereunder or otherwise,  excluding only  Indemnified  Losses to the extent (a) a
final  judgment  of a court  of  competent  jurisdiction  determined  that  such
Indemnified  Losses resulted from gross negligence or willful  misconduct of the
Indemnified Party seeking indemnification,  (b) solely due to the credit risk of
the  Obligor  and for  which  reimbursement  would  constitute  recourse  to the
Collection Agent for uncollectible  Receivables,  or (c) such Indemnified Losses

<PAGE>

include  Taxes on, or  measured  by, the  overall  net income of the Agent,  any
Purchaser  Agent or any Purchaser  computed in accordance  with the Intended Tax
Characterization  or other  Excluded  Taxes;  provided,  however,  that  nothing
contained in this sentence shall limit the liability of the Collection  Agent or
limit the recourse of the Agent,  any Purchaser  Agent and each Purchaser to the
Collection Agent for any amounts otherwise  specifically  provided to be paid by
the Collection Agent hereunder.


                                   Article IV
                         Representations and Warranties

          Section 4.1.  Representations and Warranties of the Seller. The Seller
represents and warrants to the Agent,  each  Purchaser  Agent and each Purchaser
that:

               (a) Corporate  Existence  and Power.  Each of the Seller and each
     Bergen Entity is a corporation duly organized, validly existing and in good
     standing under the laws of its state of incorporation and has all corporate
     power and authority and all governmental licenses, authorizations, consents
     and  approvals  required to carry on its business in each  jurisdiction  in
     which its business is now  conducted,  except where  failure to obtain such
     license,  authorization,  consent or approval would not have (i) an adverse
     effect  on  its  ability  to  perform  its   obligations   under,   or  the
     enforceability of, any Transaction Document, (ii) a material adverse effect
     on its  business or  financial  condition,  (iii) an adverse  effect on the
     interests of the Agent,  any  Purchaser  Agent or any  Purchaser  under any
     Transaction  Document or (iv) an adverse  effect on the  enforceability  or
     collectibility of any Receivable.

               (b) Corporate Authorization and No Contravention.  The execution,
     delivery and performance by each of the Seller and each other Bergen Entity
     of each  Transaction  Document  to which it is a party (i) are  within  its
     corporate powers, (ii) have been duly authorized by all necessary corporate
     action,  (iii) do not  contravene  or  constitute  a default  under (A) any
     applicable  law, rule or regulation,  (B) its charter or by-laws or (C) any
     material agreement, order or other instrument to which it is a party or its
     property is subject  and (iv) will not result in any  Adverse  Claim on any
     Receivable,  the  Related  Security  or  Collection  or give  cause for the
     acceleration of any indebtedness of the Seller or any other Bergen Entity.

               (c) No Consent  Required.  No  approval,  authorization  or other
     action by, or filings with, any  Governmental  Authority or other Person is
     required in connection with the execution,  delivery and performance by the
     Seller or any other Bergen Entity of any  Transaction  Document to which it
     is a party or any transaction  contemplated  thereby except with respect to
     UCC filings contemplated by the Transaction Documents.

               (d) Binding Effect. Each Transaction Document to which the Seller
     or any other  Bergen  Entity is a party  constitutes  the legal,  valid and
     binding  obligation  of such  Person  enforceable  against  that  Person in
     accordance with its terms, except as limited by bankruptcy,  insolvency, or

<PAGE>

     other  similar laws of general  application  relating to or  affecting  the
     enforcement  of  creditors'   rights   generally  and  subject  to  general
     principles of equity.

               (e) Perfection of Ownership Interest.  Immediately  preceding its
     sale of  Receivables  to the Seller,  the  Originator was the owner of, and
     effectively  sold,  such  Receivables to the Seller,  free and clear of any
     Adverse Claim.  The Seller owns the  Receivables  free of any Adverse Claim
     other than the interests of the Purchasers (through the Agent) therein that
     are  created  hereby,  and each  Purchaser  shall at all times have a valid
     undivided  percentage  ownership interest,  which shall be a first priority
     perfected  security  interest for  purposes of Article 9 of the  applicable
     Uniform  Commercial  Code, in the Receivables and Collections to the extent
     of its Purchase Interest then in effect.

               (f) Accuracy of  Information.  All  information  furnished by the
     Seller,  any other Bergen Entity or any Affiliate of any such Person to the
     Agent,  any  Purchaser  Agent  or any  Purchaser  in  connection  with  any
     Transaction Document, or any transaction  contemplated thereby, is true and
     accurate in all material  respects  (and is not  incomplete by omitting any
     information  necessary to prevent such  information  from being  materially
     misleading).

               (g) No  Actions,  Suits.  Except as  disclosed  in writing to the
     Agent and each  Purchase  Agent or  disclosed  in  reports  filed  with the
     Securities and Exchange  Commission  under the  Securities  Exchange Act of
     1934,  as  amended,  there  are no  actions,  suits  or  other  proceedings
     (including   matters  relating  to  environmental   liability)  pending  or
     threatened  against or affecting the Seller or any other Bergen Entity,  or
     any of  their  respective  properties,  that  (i) if  adversely  determined
     (individually  or in the aggregate),  may have a material adverse effect on
     the financial  condition of the Seller or any other Bergen Entity or on the
     collectibility of the Receivables or (ii) involve any Transaction  Document
     or any transaction  contemplated  thereby.  None of the Seller or any other
     Bergen Entity is in default of any  contractual  obligation or in violation
     of any order,  rule or  regulation  of any  Governmental  Authority,  which
     default  or  violation  may have a material  adverse  effect  upon  (i) the
     financial  condition of the Seller and the other Bergen Entities taken as a
     whole or (ii) the collectibility of the Receivables.

               (h) No Material Adverse Change. Except as disclosed in writing to
     the Agent and each  Purchaser  Agent or disclosed in reports filed with the
     Securities and Exchange  Commission  under the  Securities  Exchange Act of
     1934,  as amended,  since  September  30, 1999,  there has been no material
     adverse change in the collectibility of the Receivables,  taken as a whole,
     or the  Seller's or any other  Bergen  Entity's  (i)  financial  condition,
     business,   operations   or  prospects  or  (ii)  ability  to  perform  its
     obligations under any Transaction Document.

               (i)  Accuracy  of  Exhibits;   Lock-Box  and  Depositary  Account
     Arrangements. All information on Exhibits D-F (listing offices and names of
     the  Seller  and the  Originator  and  where  they  maintain  Records;  the
     Subsidiaries;  Lock Boxes;  and Depositary  Accounts) is true and complete,
     subject  to  any  changes  permitted  by,  and  notified  to the  Agent  in

<PAGE>

     accordance with, Article V. The Seller has delivered a copy of all Lock-Box
     Agreements and Depositary  Account Letters to the Agent. The Seller has not
     granted  any  interest  in any  Lock-Box,  Lock-Box  Account or  Depositary
     Account to any Person  other than the Agent  and,  (i) upon  delivery  to a
     Lock-Box Bank of the related Lock-Box Letter, the Agent will have exclusive
     ownership  and control of the Lock-Box  Account at such  Lock-Box  Bank and
     (ii) upon delivery to a Depositary Bank of the related  Depositary  Account
     Letter,  the  Agent  will  have  exclusive  ownership  and  control  of the
     Depositary Account at such Depositary Bank.

               (j) Sales by the  Originator.  Each sale by the Originator to the
     Seller of an interest in Receivables and their Collections has been made in
     accordance with the terms of the Purchase Agreement,  including the payment
     by the Seller to the  Originator  of the  purchase  price  described in the
     Purchase Agreement. Each such sale has been made for "reasonably equivalent
     value" (as such term is used in Section 548 of the Bankruptcy Code) and not
     for or on account of "antecedent debt" (as such term is used in Section 547
     of the Bankruptcy Code) owed by the Originator to the Seller.

          Section 4.2.  Representations  and Warranties of the Collection Agent.
The Collection Agent  represents and warrants to the Agent,  each Purchase Agent
and each Purchaser that:

               (a) The  Collection  Agent is a  corporation  duly  incorporated,
     validly existing and in good standing under the laws of its jurisdiction of
     incorporation,  and is  duly  qualified  to do  business,  and  is in  good
     standing,  in every  jurisdiction where the nature of its business requires
     it to be so qualified, except to the extent the failure to so qualify would
     not have a Material Adverse Effect.

               (b) The  execution,  delivery and  performance  by the Collection
     Agent of this  Agreement  and the other  documents  to be  delivered  by it
     hereunder (i) are within the Collection Agent's corporate powers, (ii) have
     been duly  authorized  by all necessary  corporate  action and (iii) do not
     contravene (1) the Collection Agent's charter or by-laws,  (2) any material
     law,  rule  or  regulation  applicable  to the  Collection  Agent,  (3) any
     material  contractual  restriction  binding on or affecting the  Collection
     Agent or its property or (4) any order, writ, judgment,  award,  injunction
     or decree  binding on or affecting  the  Collection  Agent or its property.
     This  Agreement  has been duly  executed and  delivered  by the  Collection
     Agent.

               (c) No  authorization  or  approval  or other  action  by, and no
     notice to or filing with, any governmental  authority or regulatory body is
     required for the due execution,  delivery and performance by the Collection
     Agent  of this  Agreement  or any  other  document  to be  delivered  by it
     hereunder.

               (d) This  Agreement  constitutes  the  legal,  valid and  binding
     obligation of the Collection Agent enforceable against the Collection Agent
     in  accordance   with  its  terms,   subject  to  bankruptcy,   insolvency,
     reorganization,  moratorium  and other  similar laws  affecting  creditors'
     rights  generally and general  principles of equity  (regardless of whether
     such enforceability is considered in a proceeding in equity or at law).

<PAGE>

               (e)  If  the  Collection  Agent  is an  Originator  or one of its
     Affiliates,   each  Periodic  Report,   information,   exhibit,   financial
     statement, document, book, record or report furnished or to be furnished at
     any time by or on behalf of the Seller or the  Originators  to the Agent or
     the Purchasers in connection with this Agreement is correct in all material
     respects as of its date or (except as  otherwise  disclosed to the Agent or
     the  Purchasers,  as the  case  may be,  at such  time)  as of the  date so
     furnished, and no such document contains any untrue statement of a material
     fact or omits  to  state a  material  fact  necessary  in order to make the
     statements contained therein, in the light of the circumstances under which
     they were made, not misleading.

               (f) No proceeds of any purchase or reinvestment hereunder will be
     used to acquire any equity security of a class which is registered pursuant
     to Section 12 of the Securities Exchange Act of 1934.

               (g) The  Collection  Agent  has  reviewed  the areas  within  its
     business  and  operations  which could be  adversely  affected  by, and has
     developed  or are  developing a program to address on a timely  basis,  the
     "Year 2000 Problem" (that is, the risk that computer  applications  used by
     the Collection  Agent and its  Subsidiaries  may be unable to recognize and
     perform properly date-sensitive  functions involving certain dates prior to
     and any  date on or  after  December  31,  1999),  and  have  made  related
     appropriate inquiry of material suppliers and vendors. Based on such review
     and program,  the  Collection  Agent  believes that the "Year 2000 Problem"
     will not have a material adverse effect on the Collection Agent.


                                    Article V
                                    Covenants

          Section 5.1.  Covenants of the Seller. The Seller hereby covenants and
agrees to comply with the following  covenants and agreements,  unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

               (a)  Financial  Reporting.  The Seller will,  and will cause each
     other Bergen  Entity to,  maintain a system of accounting  established  and
     administered  in accordance  with GAAP and will furnish to the Agent,  each
     Purchaser Agent and each Purchaser:

                    (i) Annual Financial  Statements.  Within 90 days after each
          fiscal year of (A) the Parent copies of its annual  audited  financial
          statements  (including  a  consolidated  balance  sheet,  consolidated
          statement of income and retained earnings and statement of cash flows,
          with related  footnotes)  certified by  independent  certified  public
          accountants  satisfactory  to the Agent and prepared on a consolidated
          basis in  conformity  with GAAP,  which may be included as part of the
          Parent's  report on Form 10-K delivered to the Securities and Exchange
          Commission,  and (B) each of the Seller and the  Originator the annual
          balance sheet for such Person (and,  additionally  for the Seller,  an
          annual profit and loss statement)  certified by a Designated Financial
          Officer  thereof,  in each case  prepared on a  consolidated  basis in

<PAGE>

          conformity  with  GAAP as of the  close  of such  fiscal  year for the
          fiscal year then ended;

                    (ii) Quarterly  Financial  Statements.  Within 45 days after
          each (except the last)  fiscal  quarter of each fiscal year of (A) the
          Parent,  copies of its unaudited  financial  statements  (including at
          least a consolidated balance sheet as of the close of such quarter and
          statements of earnings and sources and  applications  of funds for the
          period  from the  beginning  of the  fiscal  year to the close of such
          quarter),  which may be  included  as part of the  Parent's  report on
          Form 10-Q  delivered  to  the  Securities  and  Exchange   Commission,
          certified by a Designated  Financial  Officer and prepared in a manner
          consistent  with the  financial  statements  described  in part (A) of
          clause (i) of this  Section  5.l(a) and (B) each of the Seller and the
          Originator,   the  quarterly  balance  sheet  for  such  Person  (and,
          additionally  for the  Seller,  a profit and loss  statement)  for the
          period  from the  beginning  of such  fiscal year to the close of such
          quarter,  in each case  certified  by a Designated  Financial  Officer
          thereof and  prepared in a manner  consistent  with part (B) of clause
          (i) of Section 5.1(a);

                    (iii) Officer's Certificate.  Each time financial statements
          are furnished pursuant to clause (i) or (ii) of this Section 5.1(a), a
          compliance certificate (in substantially the form of Exhibit H) signed
          by a Designated  Financial  Officer,  dated the date of such financial
          statements,  and  containing a  computation  of each of the  financial
          ratios and restrictions contained herein;

                    (iv) Public  Reports.  Promptly upon becoming  available,  a
          copy of each  report or proxy  statement  filed by the Parent with the
          Securities Exchange Commission or any securities exchange; and

                    (v) Other  Information.  With  reasonable  promptness,  such
          other  information  (including  non-financial  information)  as may be
          reasonably  requested  by  the  Agent,  any  Purchaser  Agent  or  any
          Purchaser (with a copy of such request to the Agent).

              (b)    Notices.  Immediately  upon  becoming  aware  of any of the
     following the Seller will notify the Agent and  each  Purchaser  Agent  and
     provide a description of:

                    (i)  Potential  Termination  Events.  The  occurrence of any
          Termination  Event  and  Potential   Termination  Event  described  in
          clause (b) or (e) of the definition of Termination Event, or any other
          material Potential Termination Event;

                    (ii)  Representations  and  Warranties.  The  failure of any
          representation or warranty herein to be true (when made or at any time
          thereafter) in any material respect;

                    (iii) Downgrading. The downgrading, withdrawal or suspension
          of any rating by any rating agency of any  indebtedness of any Obligor
          with a Concentration Limit in excess of 2% or of the Parent;

<PAGE>

                    (iv)   Litigation.   The   institution  of  any  litigation,
          arbitration proceeding or governmental proceeding reasonably likely to
          be material to any Bergen Entity or the  collectibility  or quality of
          the Receivables, taken as a whole;

                    (v)  Judgments.  The entry of any judgment or decree against
          the Seller or any other Bergen Entity that remains unvacated, unbonded
          or  unstayed  for a period  of 20  consecutive  days if the  aggregate
          amount of all judgments  then  outstanding  against the Seller and the
          other Bergen Entities exceeds $25,000,000; or

                    (vi) Changes in Business.  Any change in, or proposed change
          in,  the  character  of  any  Bergen  Entity's   business  that  could
          materially  impair the  collectibility  or quality of the Receivables,
          taken as a whole.

If the Agent or any Purchaser  Agent  receives such a notice,  the Agent or such
Purchaser  Agent shall promptly give notice thereof to each Purchaser  Agent and
each  Purchaser and,  until each Conduit  Purchaser has no Investment  after the
Termination Date, to each CP Dealer and each Rating Agency.

               (c) Conduct of Business.  The Seller will perform, and will cause
     each other Bergen Entity and Significant Subsidiary to perform, all actions
     necessary  to  remain  duly  incorporated,  validly  existing  and in  good
     standing in its jurisdiction of incorporation and to maintain all requisite
     authority to conduct its business in each jurisdiction in which it conducts
     business  except to the extent that such failure  would not have a Material
     Adverse Effect.

               (d) Compliance with Laws. The Seller will comply,  and will cause
     each other Bergen Entity to comply, with all laws,  regulations,  judgments
     and other  directions or orders  imposed by any  Governmental  Authority to
     which such Person or any Receivable, any Related Security or Collection may
     be subject,  except to the extent  non-compliance would not have a Material
     Adverse Effect.

               (e) Furnishing  Information and Inspection of Records. The Seller
     will furnish to the Agent,  each Purchaser  Agent and the  Purchasers  such
     information  concerning  the  Receivables  and the Related  Security as the
     Agent, any Purchaser Agent or a Purchaser may request. The Seller will, and
     will cause the Originator to, permit,  at any time after reasonable  notice
     during  regular  business  hours,  the Agent,  any  Purchaser  Agent or any
     Purchaser (or any  representatives  thereof) (i) to examine and make copies
     of all Records,  (ii) to visit the offices and properties of the Seller for
     the purpose of examining the Records and (iii) to discuss matters  relating
     hereto with any of the Seller's or the  Originator's  officers,  directors,
     employees  or  independent  public  accountants  having  knowledge  of such
     matters. Once a year, the Agent (at the request of any Purchaser Agent) may
     (at the  reasonable  expense  of the  Seller)  have an  independent  public
     accounting firm conduct an audit of the Records or make test  verifications
     of the Receivables and Collections.

               (f) Keeping  Records.  (i) The  Seller  will,  and will cause the
     Originator   to,  have  and  maintain   (A) administrative   and  operating
     procedures  (including  an ability to  recreate  Records if  originals  are
     destroyed),  (B) adequate  facilities,  personnel and equipment and (C) all

<PAGE>

     Records and other  information  necessary or advisable for  collecting  the
     Receivables   (including   Records   adequate   to  permit  the   immediate
     identification   of  each  new  Receivable  and  all  Collections  of,  and
     adjustments to, each existing  Receivable).  The Seller will give the Agent
     and each  Purchaser  Agent  prior  notice  of any  material  change in such
     administrative and operating procedures.

                    (ii) The  Seller  will,  (A) at all times from and after the
          date hereof,  clearly and  conspicuously  mark its computer and master
          data  processing  books  and  records  with a  legend  describing  the
          Agent's,  the Purchaser  Agents' and the  Purchasers'  interest in the
          Receivables  and the Collections and (B) upon the request of the Agent
          after the  occurrence  and during  the  continuance  of a  Termination
          Event, so mark each contract relating to a Receivable that consists of
          chattel paper and deliver to the Agent all such  contracts  (including
          all  multiple  originals  of such  contracts),  with  any  appropriate
          endorsement or assignment,  or segregate  (from all other  receivables
          then owned or being  serviced by the Seller) the  Receivables  and all
          contracts  relating  to each  Receivable  and hold in trust and safely
          keep such contracts so legended in separate  filing  cabinets or other
          suitable containers at such locations as the Agent may specify.

               (g)   Perfection.   (i) The  Seller  will,  and  will  cause  the
     Originator to, at its expense, promptly execute and deliver all instruments
     and documents and take all action necessary or reasonably  requested by the
     Agent  (including  the  execution  and filing of financing or  continuation
     statements, amendments thereto or assignments thereof) to enable the Agent,
     on behalf of the  Purchaser  Agents and the  Purchasers,  to  exercise  and
     enforce all its rights  hereunder  and to vest and  maintain  vested in the
     Agent, on behalf of the Purchaser Agents and the Purchasers, a valid, first
     priority perfected  security interest in the Receivables,  the Collections,
     the Purchase Agreement,  the Lock-Box Accounts, the Depositary Accounts and
     proceeds  thereof  free and clear of any  Adverse  Claim  (and a  perfected
     ownership  interest in the Receivables and Collections to the extent of the
     Sold  Interest).  The  Agent  will  be  permitted  to  sign  and  file  any
     continuation  statements,  amendments thereto and assignments  thereof that
     are  consistent  with  the  Transaction   Documents  without  the  Seller's
     signature.

                    (ii) The Seller will, and will cause the Originator to, only
          change its name, identity or corporate structure or relocate its chief
          executive office or the Records  following  thirty  (30) days  advance
          notice to the Agent and each  Purchaser  Agent and the delivery to the
          Agent of all financing  statements,  instruments  and other  documents
          (including direction letters) requested by the Agent.

                    (iii)  Each of the  Seller  and the  Originator  will at all
          times maintain its chief  executive  offices within a jurisdiction  in
          the USA (other than in the states of Florida,  Maryland and Tennessee)
          in which  Article 9  of the UCC is in  effect.  If the  Seller  or the
          Originator moves its chief executive office to a location that imposes
          Taxes,  fees or other  charges to perfect the Agent's,  the  Purchaser
          Agents'  and  the  Purchasers'  interests  hereunder  or the  Seller's
          interests under the Purchase  Agreement,  the Seller will pay all such
          amounts and any other costs and expenses incurred in order to maintain
          the enforceability of the Transaction Documents, the Sold Interest and

<PAGE>

          the interests of the Agent, the Purchaser Agents and the Purchasers in
          the  Receivables,   the  Related   Security,   Collections,   Purchase
          Agreement, Lock-Box Accounts and Depositary Accounts.

               (h)  Performance  of Duties.  The Seller will  perform,  and will
     cause each other Bergen Entity and the  Collection  Agent (if an Affiliate)
     to perform,  its respective  duties or  obligations in accordance  with the
     provisions  of  each  of the  Transaction  Documents.  The  Seller  (at its
     expense)  will,  and will cause each other Bergen  Entity to, (i) fully and
     timely  perform in all  material  respects  all  agreements  required to be
     observed  by it in  connection  with each  Receivable,  (ii)  comply in all
     material respects with the Credit and Collection  Policy, and (iii) refrain
     from any action  that may impair  the  rights of the Agent,  the  Purchaser
     Agents  or  the  Purchasers  in  the  Receivables,  the  Related  Security,
     Collections, Purchase Agreement, Lock-Box Accounts or Depositary Accounts.

               (i) Payments on Receivables,  Accounts. The Seller will, and will
     cause the  Originator  to, at all times  either (i)  instruct  Obligors  to
     deliver payments on the Receivables to a Lock-Box Account or (ii) promptly,
     but in any event  within two  Business  Days  after  receipt,  deposit  all
     Collections  received by such Persons into a Depositary Account or Lock-Box
     Account.  The Seller will, and will cause the  Originator to,  instruct all
     Obligors to deliver  payments on  Receivables  to a Lock-Box  Account by no
     later than March 31, 2000.  If any such payments or other  Collections  are
     received by the Seller or the  Originator,  it shall hold such  payments in
     trust for the benefit of the Agent, the Purchaser Agents and the Purchasers
     until their  deposit into a  Depositary  Account or Lock-Box  Account.  The
     Seller will cause each Lock-Box Bank and Depositary Bank to comply with the
     terms of each applicable  Lock-Box Letter or Depositary  Account Letter, as
     applicable.  The Seller  will not permit the funds of any  Affiliate  to be
     deposited into any Lock-Box  Account or Depositary  Account.  If such funds
     are nevertheless deposited into any Lock-Box Account or Depositary Account,
     the Seller will promptly  identify such funds for  segregation.  The Seller
     will not,  and will not permit  any  Collection  Agent or other  Person to,
     commingle Collections or other funds to which the Agent or any Purchaser is
     entitled  with any other  funds.  The Seller shall only add, and shall only
     permit the Originator to add, a Lock-Box Bank, Lock-Box,  Lock-Box Account,
     Depositary  Bank or Depositary  Account to those listed on Exhibit F if the
     Agent has  received  notice of such  addition,  a copy of any new  Lock-Box
     Agreement or Depositary Account Agreement,  as applicable,  and an executed
     and acknowledged copy of a Lock-Box Letter or Depositary Account Letter, as
     applicable,  substantially in the form of Exhibit G-1 or G-2, respectively,
     (with such  changes as are  acceptable  to the Agent) from any new Lock-Box
     Bank or Depositary  Bank, as applicable.  The Seller shall only terminate a
     Lock-Box Bank,  Lock-Box or Depositary Bank, or close a Lock-Box Account or
     Depositary Account, upon 30 days advance notice to the Agent.

               (j) Sales and Adverse Claims Relating to  Receivables.  Except as
     otherwise  provided  herein,  the Seller will not,  and will not permit the
     Originator  to, (by operation of law or otherwise)  dispose of or otherwise
     transfer, or create or suffer to exist any Adverse Claim upon, any material
     portion of the Receivables or any proceeds thereof.

               (k)  Extension or Amendment of  Receivables.  Except as otherwise
     permitted  in Section  3.2(b) and then  subject to Section  1.5, the Seller
     will not, and will not permit the Originator to, extend,  amend, rescind or
     cancel any Receivable.

<PAGE>

               (l) Change in  Business  or Credit  and  Collection  Policy.  The
     Seller will not make any material  change in the  character of its business
     and will not,  and will not permit the  Originator  to,  make any  material
     change to the Credit and Collection Policy.

               (m)  Lock-Box and  Depositary  Account  Letters.  The Seller will
     deliver to the Agent on or prior to January 31, 2000 all  Lock-Box  Letters
     and Depositary Account Letters not delivered on the date hereof.


                                   Article VI
                                 Indemnification

          Section 6.1.  Indemnities  by the Seller.  Without  limiting any other
rights any Person may have hereunder or under  applicable law, the Seller hereby
indemnifies and holds harmless, on an after-tax basis, the Agent, each Purchaser
Agent and each Purchaser and their respective  officers,  directors,  agents and
employees  (each an  "Indemnified  Party") from and against any and all damages,
losses, claims, liabilities,  penalties, Taxes and reasonable costs and expenses
(including attorneys' fees and court costs) (all of the foregoing  collectively,
the "Indemnified  Losses") at any time imposed on or incurred by any Indemnified
Party  arising out of or otherwise  relating to any  Transaction  Document,  the
transactions  contemplated  thereby or any action taken or omitted by any of the
Indemnified Parties (including any action taken by the Agent as attorney-in-fact
for the Seller  pursuant to Section  3.5(b)),  whether  arising by reason of the
acts to be  performed  by the Seller  hereunder  or  otherwise,  excluding  only
Indemnified  Losses to the extent (a) a final  judgment of a court of  competent
jurisdiction  holds such  Indemnified  Losses resulted from gross  negligence or
willful misconduct of the Indemnified Party seeking indemnification,  (b) solely
due to the  credit  risk  of the  Obligor  and  for  which  reimbursement  would
constitute  recourse  to the Seller or the  Collection  Agent for  uncollectible
Receivables or (c) such  Indemnified  Losses  include  Excluded  Taxes.  Without
limiting the foregoing indemnification, but subject to the limitations set forth
in clauses (a), (b) and (c) of the previous sentence, the Seller shall indemnify
each Indemnified Party for Indemnified Losses relating to or resulting from:

               (i) any representation or warranty made by the Seller, any Bergen
     Entity or the Collection Agent (or any employee or agent of the Seller, any
     other Bergen Entity or the  Collection  Agent) under or in connection  with
     this  Agreement,  any other  Periodic  Report or any other  information  or
     report  delivered by the Seller,  any other Bergen Entity or the Collection
     Agent  pursuant  hereto,  which shall have been false or  incorrect  in any
     material respect when made or deemed made;

               (ii) the failure by the Seller,  any other  Bergen  Entity or the
     Collection  Agent to comply with any  applicable  law,  rule or  regulation
     related to any Receivable,  or the nonconformity of any Receivable with any
     such applicable law, rule or regulation;

               (iii) the  failure of the Seller to vest and  maintain  vested in
     the Agent,  for the benefit of each Purchaser Agent and the  Purchasers,  a
     perfected  ownership  or  security  interest in the Sold  Interest  and the
     property  conveyed  pursuant to  Section 1.1(e)  and Section 1.8,  free and
     clear of any Adverse Claim;

<PAGE>

               (iv) any  commingling of funds to which the Agent,  any Purchaser
     Agent or any Purchaser is entitled hereunder with any other funds;

               (v) any  failure of a Lock-Box  Bank to comply  with the terms of
     the applicable Lock-Box Letter;

               (vi) any dispute,  claim, offset or defense (other than discharge
     in  bankruptcy  of the  Obligor)  of the  Obligor  to  the  payment  of any
     Receivable, or any other claim resulting from the sale or lease of goods or
     the rendering of services  related to such  Receivable or the furnishing or
     failure to furnish  any such goods or services  or other  similar  claim or
     defense  not arising  from the  financial  inability  of any Obligor to pay
     undisputed indebtedness;

               (vii) any failure of the Seller or any other  Bergen  Entity,  or
     any  Affiliate  of any  thereof,  to perform its duties or  obligations  in
     accordance  with the provisions of this Agreement or any other  Transaction
     Document  to  which  such  Person  is a party  (as a  Collection  Agent  or
     otherwise);

               (viii) any action taken by the Agent as attorney-in-fact  for the
     Seller pursuant to Section 3.5(b); or

               (ix) any environmental  liability claim, products liability claim
     or  personal  injury or property  damage  suit or other  similar or related
     claim or action of whatever sort,  arising out of or in connection with any
     Receivable or any other suit,  claim or action of whatever sort relating to
     any of the Transaction Documents.

          Section 6.2.  Increased Cost and Reduced Return. If the adoption after
the date hereof of any applicable law, rule or regulation, or any change therein
after the date hereof,  or any change in the  interpretation  or  administration
thereof  by any  Governmental  Authority  charged  with  the  interpretation  or
administration  thereof,  or compliance by any Funding  Source,  the Agent,  any
Purchaser Agent or any Purchaser (collectively,  the "Funding Parties") with any
request  or  directive  (whether  or not having the force of law) after the date
hereof of any such Governmental  Authority (a "Regulatory  Change") (a) subjects
any  Funding  Party to any  charge or  withholding  on or in  connection  with a
Funding Agreement or this Agreement  (collectively,  the "Funding Documents") or
any  Receivable,  (b)  changes  the basis of  taxation of payments to any of the
Funding  Parties  of any  amounts  payable  under any of the  Funding  Documents
(except for changes in the rate of Tax on the overall net income of such Funding
Party),  (c) imposes,  modifies or deems  applicable  any  reserve,  assessment,
insurance  charge,  special  deposit or similar  requirement  against assets of,
deposits  with or for the  account  of, or any  credit  extended  by, any of the
Funding  Parties,  (d) has the  effect  of  reducing  the rate of return on such
Funding  Party's  capital to a level below that which such  Funding  Party could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration such Funding Party's policies  concerning capital adequacy) or (e)
imposes any other  condition,  and the result of any of the  foregoing is (x) to
impose a cost on, or increase the cost to, any Funding  Party of its  commitment
under any Funding Document or of purchasing, maintaining or funding any interest
acquired  under  any  Funding  Document,  (y) to  reduce  the  amount of any sum
received or receivable by, or to reduce the rate of return of, any Funding Party

<PAGE>

under any Funding Document or (z) to require any payment calculated by reference
to the amount of interests held or amounts received by it hereunder,  then, upon
demand by the Agent or the applicable  Purchaser  Agent, the Seller shall pay to
the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent
(with respect to amounts owed to it or any Purchaser in its Purchaser Group) for
the account of the Person such additional  documented amounts as will compensate
the Agent, the Purchaser Agent or such Purchaser (or, in the case of any Conduit
Purchaser,  will enable such Conduit Purchaser to compensate any Funding Source)
for such increased cost or reduction;  provided,  however, that the Agent or the
Purchase  Agent,  as applicable,  shall promptly  notify the Seller of any event
(the "Applicable Event") which might cause such Person to seek compensation, and
the Seller shall be obligated  to pay only such  compensation  which is incurred
after the date sixty (60) days prior to the date such notice is given; provided,
however,  that such 60 day limitation  shall not apply to any such  compensation
that is applicable  retroactively  to periods prior to the effective date of the
Applicable  Event so long as the Agent  notifies  the  Seller of the  Applicable
Event  within 60 days of a  responsible  officer of the Agent  receiving  actual
knowledge thereof.

          Section  6.3.  Other Costs and  Expenses.  The Seller shall pay to the
Agent (with  respect to amounts owed to it) or the  applicable  Purchaser  Agent
(with respect to amount owed to it or any  Purchaser in its Purchaser  Group) on
demand  all  reasonable  costs and  expenses  (to the  extent,  in the case of a
Conduit Purchaser,  not already included in such Conduit Purchaser's CP Rate) in
connection  with (a) the  preparation,  execution,  delivery and  administration
(including  amendments of any provision) of the Transaction  Documents,  (b) the
sale of the Sold Interest, (c) the perfection of the Agent's rights on behalf of
the Purchaser Agents and the Purchasers in the Receivables and Collections,  (d)
the  enforcement  by the Agent,  any  Purchaser  Agent or the  Purchasers of the
obligations  of the Seller  under the  Transaction  Documents  or of any Obligor
under a  Receivable  and (e) the  maintenance  by the  Agent  of the  Depositary
Accounts,  Lock-Boxes and Lock-Box Accounts,  including fees, costs and expenses
of legal counsel for the Agent and each  Purchaser  Agent relating to any of the
foregoing or to advising the Agent,  any Purchaser  Agent and any Funding Source
about its rights and  remedies  under any  Transaction  Document  or any related
Funding  Agreement  and all  costs  and  expenses  (including  counsel  fees and
expenses) of the Agent,  each Purchaser  Agent,  each Purchaser and each Funding
Source in connection with the  enforcement of the  Transaction  Documents or any
Funding  Agreement and in connection with the  administration of the Transaction
Documents  following a Termination  Event. The Seller shall reimburse the Agent,
each  Purchaser  Agent and each  Purchaser  for the cost of the  Agent's or such
Purchaser's auditors (which may be employees of such Person) auditing the books,
records and  procedures of the Seller.  The Seller shall  reimburse each Conduit
Purchaser for any amounts such Conduit  Purchaser must pay to any Funding Source
pursuant  to any  Funding  Agreement  on  account of any Tax.  The Seller  shall
reimburse  each  Conduit  Purchaser  on demand for all other costs and  expenses
incurred  by  such  Purchaser  or any  shareholder  of a  Conduit  Purchaser  in
connection  with the  Transaction  Documents  or the  transactions  contemplated
thereby, including the cost of auditing a Conduit Purchaser's books by certified
public  accountants,  the cost of the  Ratings  and the  fees and  out-of-pocket
expenses of counsel of the Agent,  each Purchaser Agent,  each Conduit Purchaser
or any  shareholder,  or  administrator,  of such Conduit  Purchaser  for advice
relating to such Conduit Purchaser's operation.

<PAGE>

          Section 6.4.  Withholding  Taxes.  (a) All payments made by the Seller
hereunder shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient). If any such
withholding  is so  required,  the Seller  shall make the  withholding,  pay the
amount withheld to the appropriate  authority before penalties attach thereto or
interest  accrues thereon and pay such additional  amount as may be necessary to
ensure that the net amount actually  received by each Purchaser,  each Purchaser
Agent and the Agent free and clear of such taxes  (including  such taxes on such
additional amount) is equal to the amount that the Purchaser, Purchaser Agent or
the Agent (as the case may be) would have received had such withholding not been
made. If the Agent,  any Purchaser  Agent or any Purchaser  pays any such taxes,
penalties or interest the Seller shall reimburse the Agent, such Purchaser Agent
or such Purchaser for that payment on demand. If the Seller pays any such taxes,
penalties or interest,  it shall deliver  official tax receipts  evidencing that
payment or certified  copies thereof to the Purchaser,  Purchaser Agent or Agent
on whose account such  withholding was made (with a copy to the Agent if not the
recipient of the original) on or before the thirtieth day after payment.

          (b) Before the first date on which any amount is payable hereunder for
the account of any  Purchaser  not  incorporated  under the laws of the USA such
Purchaser shall deliver to the Seller and the Agent each two (2) duly  completed
copies of United  States  Internal  Revenue  Service  Form  W-8BEN or 8-WECI (or
successor applicable form) certifying that such Purchaser is entitled to receive
payments hereunder without deduction or withholding of any United States federal
income  taxes.  Each such  Purchaser  shall  replace  or update  such forms when
necessary to maintain any applicable  exemption and as requested by the Agent or
the Seller.

          Section 6.5.   Payments   and   Allocations.   If  any  Person   seeks
compensation  pursuant  to this  Article VI,  such Person  shall  deliver to the
Seller and the Agent a certificate  setting forth the amount due to such Person,
a  description  of the  circumstance  giving  rise  thereto and the basis of the
calculations  of such  amount,  which  certificate  shall be  conclusive  absent
manifest error.  The Seller shall pay to the Agent (with respect to amounts owed
to it) or the applicable  Purchaser Agent (with respect to amounts owed to it on
any  Purchaser in its  Purchaser  Group),  for the account of such  Person,  the
amount  shown as due on any  such  certificate  within  10 Business  Days  after
receipt of the notice.

<PAGE>

                                   Article VII
                              Conditions Precedent

          Section 7.1.  Conditions  to  Closing.  This  Agreement  shall  become
effective on the first date all conditions in this Section 7.1 are satisfied. On
or before such date,  the Seller shall  deliver to the Agent and each  Purchaser
Agent the following documents in form,  substance and quantity acceptable to the
Agent and each Purchaser Agent, as applicable:

               (a) A certificate of the Secretary of each of the Seller and each
     Bergen  Entity  certifying  (i) the  resolutions  of the  Seller's and each
     Bergen Entity's board of directors  approving each Transaction  Document to
     which it is a party,  (ii)  the  name,  signature,  and  authority  of each
     officer  who  executes  on the  Seller's  or any Bergen  Entity's  behalf a
     Transaction  Document (on which certificate the Agent, each Purchaser Agent
     and each  Purchaser may  conclusively  rely until a revised  certificate is
     received), (iii) the Seller's and each other Bergen Entity's certificate or
     articles of incorporation  certified by the Secretary of State of its state

<PAGE>

     of  incorporation,  (iv) a copy  of the  Seller's  and  each  other  Bergen
     Entity's  by-laws  and  (v)  good  standing   certificates  issued  by  the
     Secretaries  of State of each  jurisdiction  where the  Seller or any other
     Bergen Entity has material operations.

               (b) All  instruments  and  other  documents  required,  or deemed
     desirable  by the  Agent or any  Purchaser  Agent,  to  perfect  the  first
     priority  interest of the Agent (on behalf of the Purchaser  Agents and the
     Purchasers) in the Receivables,  Collections,  the Purchase Agreement,  the
     Lock-Box Accounts and Depositary Accounts in all appropriate jurisdictions.

               (c) UCC search  reports from all  jurisdictions  the Agent or any
     Purchaser Agent requests.

               (d)  Executed  copies  of (i)  all  consents  and  authorizations
     necessary in connection  with the  Transaction  Documents (ii) all Lock-Box
     Letters and Depositary  Account Letters  executed prior to the date hereof,
     (iii) a compliance certificate in the form of Exhibit H covering the period
     ended  October  31,  1999,  (iv) a Periodic  Report  covering  the month of
     October, 1999 and (v) each Transaction Document.

               (e)  Favorable  opinions of counsel to the Seller and each Bergen
     Entity  covering  such matters as the Agent,  any Conduit  Purchaser or any
     Purchaser Agent may request.

               (f) Such other  approvals,  opinions or documents as the Agent or
     any Conduit Purchaser may request.

               (g) All legal matters related to the Purchase are satisfactory to
     the Purchasers.

               Section 7.2.  Conditions to Each Purchase. The obligation of each
     Committed  Purchaser to make any  Purchase,  and the right of the Seller to
     request or accept any  Purchase,  are subject to the  conditions  (and each
     Purchase  shall  evidence the  Seller's  representation  and warranty  that
     clauses (a)-(e) of this  Section 7.2  have been satisfied) that on the date
     of such Purchase before and after giving effect to the Purchase:

               (a)  no  Potential  Termination  Event  (or  in  the  case  of  a
     Reinvestment Purchase, a Termination Event) shall then exist or shall occur
     as a result of the Purchase;

               (b) the Termination Date has not occurred;

               (c) after  giving  effect to the  application  of the proceeds of
     such Purchase,  (x) the outstanding Matured Aggregate  Investment would not
     exceed  the  Aggregate   Commitment  and  (y) the   outstanding   Aggregate
     Investment would not exceed the Purchase Limit;

<PAGE>

               (d) the  representations  and warranties in Section 4.1  are true
     and correct in all material  respects on and as of such date (except to the
     extent such representations and warranties relate solely to an earlier date
     and then are true and correct as of such earlier date);

               (e) each of the Seller and each  other  Bergen  Entity is in full
     compliance  with the  Transaction  Documents  (including  all covenants and
     agreements in Article V); and

               (f) the  Originator  has not given  any  notice  terminating  its
     purchase of Receivables pursuant to the Purchase Agreement.

Nothing  in this  Section  7.2  limits  the  obligations  of each  Related  Bank
Purchaser,  each Liquidity Bank and each Enhancement Bank to its related Conduit
Purchaser.  Without limiting the foregoing,  purchases shall automatically cease
hereunder  without need of any further action (i) upon the occurrence and during
the continuance of a Termination Event described in clause (e) of the definition
thereof and (ii) 5 Business Days after the occurrence and during the continuance
of a Termination Event described in clause (f)(vi) of the definition thereof.


                                  Article VIII
                                    The Agent

          Section 8.1.  Appointment and  Authorization.  (a) Each  Purchaser and
each Purchaser Agent hereby  irrevocably  designates and appoints Wachovia Bank,
N.A., as the "Agent" under the Transaction Documents and authorizes the Agent to
take such  actions and to exercise  such  powers as are  delegated  to the Agent
thereby and to exercise such other powers as are reasonably  incidental thereto.
The Agent  shall  hold,  in its name,  for the  benefit of each  Purchaser,  the
Purchase  Interest of the  Purchaser.  The Agent shall not have any duties other
than those  expressly  set forth in the  Transaction  Documents or any fiduciary
relationship  with  any  Purchaser  Agent  or  any  Purchaser,  and  no  implied
obligations  or  liabilities  shall be read into any  Transaction  Document,  or
otherwise exist,  against the Agent. The Agent does not assume,  nor shall it be
deemed to have assumed,  any obligation to, or  relationship  of trust or agency
with, the Seller.  Notwithstanding  any provision of this Agreement or any other
Transaction  Document,  in no event shall the Agent ever be required to take any
action which exposes the Agent to personal liability or which is contrary to the
provisions of any Transaction Document or applicable law.

          (b) Each  Purchaser  hereby  irrevocably  designates  and appoints the
respective  institution identified on the applicable signature page hereto or in
the  related  Transfer   Supplement  (as  applicable)  as  its  Purchaser  Agent
hereunder,  and each  authorizes such Purchaser Agent to take such action on its
behalf under the  provisions  of this  Agreement and to exercise such powers and
perform such duties as are expressly  delegated to such  Purchaser  Agent by the
terms  of this  Agreement,  if any,  together  with  such  other  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
elsewhere  in this  Agreement,  no  Purchaser  Agent  shall  have any  duties or
responsibilities,  except those  expressly  set forth  herein,  or any fiduciary
relationship  with any Purchaser or other Purchaser  Agent or the Agent,  and no

<PAGE>

implied  covenants,   functions,   responsibilities,   duties,   obligations  or
liabilities  on the  part of such  Purchaser  Agent  shall  be  read  into  this
Agreement or otherwise exist against such Purchaser Agent.

          (c) Except as otherwise  specifically provided in this Agreement,  the
provisions  of this  Article  VIII are solely for the  benefit of the  Purchaser
Agents,  the Agent and the Purchasers,  and none of the Seller or any Collection
Agent shall have any rights as a third-party  beneficiary or otherwise under any
of the provisions of this Article VIII,  except that this Article VIII shall not
affect any obligations which any Purchaser Agent, the Agent or the Purchaser may
have to the Seller or any  Collection  Agent under the other  provisions of this
Agreement.  Furthermore,  no  Purchaser  shall have any rights as a  third-party
beneficiary  or  otherwise  under any of the  provisions  hereof in respect of a
Purchaser Agent which is not the Purchaser Agent for such Purchaser.

          (d) In performing its functions and duties hereunder,  the Agent shall
act solely as the agent of the Purchasers and the Purchaser  Agents and does not
assume nor shall be deemed to have assumed any  obligation  or  relationship  of
trust or  agency  with or for the  Seller  or  Collection  Agent or any of their
successors and assigns.  In performing its functions and duties hereunder,  each
Purchaser  Agent shall act solely as the agent of its  respective  Purchaser and
does  not  assume  nor  shall  be  deemed  to have  assumed  any  obligation  or
relationship  of trust or agency with or for the Seller,  any Collection  Agent,
any other  Purchaser,  any other  Purchaser  Agent or the Agent, or any of their
respective successors and assigns.

          Section 8.2.  Delegation  of Duties.  The Agent may execute any of its
duties  through agents or  attorneys-in-fact  and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by it with reasonable care.

          Section 8.3. Exculpatory Provisions.  None of the Agent, any Purchaser
Agent nor any of their respective directors, officers, agents or employees shall
be  liable  for any  action  taken or  omitted  (i) with the  consent  or at the
direction of the Instructing Group or (ii) in the absence of such Person's gross
negligence  or willful  misconduct.  The Agent shall not be  responsible  to any
Purchaser   Agent,   Purchaser   or   other   Person   for  (i)  any   recitals,
representations,  warranties or other  statements made by the Seller,  any other
Bergen  Entity  or  any  of  their   Affiliates,   (ii)  the  value,   validity,
effectiveness,  genuineness,  enforceability  or sufficiency of any  Transaction
Document,  (iii) any failure of the Seller,  any other  Bergen  Entity or any of
their  Affiliates  to perform any  obligation  or (iv) the  satisfaction  of any
condition  specified in Article VII. The Agent shall not have any  obligation to
any Purchaser to ascertain or inquire about the observance or performance of any
agreement  contained in any  Transaction  Document or to inspect the properties,
books  or  records  of the  Seller,  any  other  Bergen  Entity  or any of their
Affiliates.

          Section 8.4. Reliance by Agent. (a) Each Purchaser Agent and the Agent
shall in all cases be entitled to rely, and shall be fully protected in relying,
upon any document,  other writing or  conversation  believed by it to be genuine
and correct and to have been signed,  sent or made by the proper Person and upon
advice and  statements  of legal  counsel  (including  counsel  to the  Seller),
independent  accountants and other experts selected by the Agent. Each Purchaser

<PAGE>

Agent and the Agent shall in all cases be fully justified in failing or refusing
to take any action under any Transaction  Document unless it shall first receive
such  advice  or   concurrence   of  the   Purchasers,   and  assurance  of  its
indemnification, as it deems appropriate.

          (b) The Agent shall in all cases be fully  protected in acting,  or in
refraining from acting, under this Agreement in accordance with a request of the
Purchasers  or the  Purchaser  Agents,  and such request and any action taken or
failure to act pursuant thereto shall be binding upon all Purchasers,  the Agent
and Purchaser Agents.

          (c) Each  Purchaser  Agent  (with  the  consent  of the  Agent)  shall
determine  with its  Purchaser  Groups the number of such  Purchasers  (each,  a
"Voting  Block"),  which shall be  required to request or direct such  Purchaser
Agent to take action,  or refrain from taking  action,  under this  Agreement on
behalf of such  Purchasers.  Such  Purchaser  Agent  shall in all cases be fully
protected  in acting,  or in  refraining  from acting,  under this  Agreement in
accordance with a request of its appropriate  Voting Block, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all of
such Purchaser Agent's Purchasers.

          (d) Unless otherwise advised in writing by a Purchaser Agent or by any
Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party
to this  Agreement  may assume that (i) such  Purchaser  Agent is acting for the
benefit of each of the  Purchasers in respect of which such  Purchaser  Agent is
identified as being the "Purchaser Agent" in the definition of "Purchaser Agent"
hereto, as well as for the benefit of each assignee or other transferee from any
such Person,  and (ii) each action taken by such  Purchaser  Agent has been duly
authorized and approved by all necessary action on the part of the Purchasers on
whose behalf it is  purportedly  acting.  Each initial  Purchaser  (or, with the
consent of all other Purchasers then existing,  any other Purchasers) shall have
the right to designate a new Purchaser Agent (which may be itself) to act on its
behalf and on behalf of its  assignees  and  transferees  for  purposes  of this
Agreement  by  giving  to the  Agent  written  notice  thereof  signed  by  such
Purchaser(s)  and the newly  designated  Purchaser  Agent.  Such notice shall be
effective   when  receipt   thereof  is   acknowledged   by  the  Agent,   which
acknowledgment the Agent shall not unreasonably delay giving, and thereafter the
party named as such therein shall be Purchaser  Agent for such  Purchaser  under
this Agreement.  Each Purchaser Agent and its  Purchaser(s)  shall agree amongst
themselves as to the circumstances and procedures for removal and resignation of
such Purchaser Agent.

          Section 8.5.  Assumed  Payments.  Unless a Purchaser  Agent shall have
received notice from the applicable  Purchaser  before the date of any Put or of
any Incremental  Purchase that the applicable  Purchaser will not make available
to the applicable Purchaser Agent the amount it is scheduled to remit as part of
such Put or Incremental Purchase, such Purchaser Agent may assume such Purchaser
has made such amount  available  to the  Purchaser  Agent when due (an  "Assumed
Payment") and, in reliance upon such  assumption,  such Purchaser Agent may (but
shall have no  obligation  to) make  available  such  amount to the  appropriate
Person.  If and to the extent that any Purchaser shall not have made its Assumed
Payment  available to the  applicable  Purchaser  Agent,  such Purchaser and the
Seller hereby agree to pay the applicable  Purchaser  Agent  forthwith on demand
such unpaid  portion of such Assumed  Payment up to the amount of funds actually
paid by the applicable Purchaser Agent,  together with interest thereon for each

<PAGE>

day from the date of such  payment  by the Agent  until  the date the  requisite
amount is repaid to the applicable Purchaser Agent, at a rate per annum equal to
the Federal Funds Rate plus 2%.

          Section 8.6. Notice of Termination Events. Neither any Purchaser Agent
nor the Agent shall be deemed to have  knowledge or notice of the  occurrence of
any Potential  Termination  Event unless the Agent or such  Purchaser  Agent has
received notice from any Purchaser, Purchaser Agent or the Seller stating that a
Potential Termination Event has occurred hereunder and describing such Potential
Termination  Event. In the event that the Agent receives such a notice, it shall
promptly give notice to each Purchaser  Agent  whereupon  each  Purchaser  Agent
shall  promptly give notice  thereof to its  Purchasers,  Enhancement  Banks and
Liquidity  Banks.  In the event that a Purchaser  Agent  receives  such a notice
(other than from the Agent) it shall  promptly give notice  thereof to the Agent
and each of its  affiliated  Enhancement  Banks and Liquidity  Banks.  The Agent
shall  take such  action  concerning  a  Potential  Termination  Event as may be
directed  by the  Instructing  Group (or,  in the case where  there are only two
Purchaser Groups and neither  Purchaser Group has a majority of the Commitments,
either  Purchaser  Agent  except  if the  proposed  action  is a  waiver  of the
consequences of the Potential Termination Event, in which case such waiver shall
require the consent of the  Instructing  Group) (or, if  otherwise  required for
such  action,  all of  the  Purchasers),  but  until  the  Agent  receives  such
directions,  the Agent may (but shall not be obligated to) take such action,  or
refrain from taking such action,  as the Agent deems  advisable  and in the best
interests of the Purchasers and the Purchaser Agents.

          Section 8.7.   Non-Reliance  on  Agent,  Purchaser  Agents  and  Other
Purchasers.  Each Purchaser  expressly  acknowledges that none of the Agent, the
Purchaser  Agents or any of their  respective  officers,  directors,  employees,
agents,   attorneys-in-fact  or  Affiliates  has  made  any  representations  or
warranties to it and that no act by the Agent or any Purchaser  Agent  hereafter
taken, including any review of the affairs of the Seller or any other applicable
Bergen Entity,  shall be deemed to constitute any  representation or warranty by
the Agent or Purchaser  Agent,  as  applicable.  Each  Purchaser  represents and
warrants to the Agent and the Purchaser Agents that,  independently  and without
reliance upon the Agent,  their Purchase Agents or any other Purchaser and based
on such documents and information as it has deemed appropriate,  it has made and
will continue to make its own appraisal of and investigation  into the business,
operations,   property,   prospects,   financial   and  other   conditions   and
creditworthiness  of the Seller, the other Bergen Entities,  and the Receivables
and its own decision to enter into this  Agreement and to take, or omit,  action
under any Transaction  Document.  Except for items  specifically  required to be
delivered  hereunder,  the Agent  shall not have any duty or  responsibility  to
provide any Purchaser  Agent or Purchaser  with any  information  concerning the
Seller,  any other Bergen Entity or any of their  Affiliates that comes into the
possession of the Agent or any of its officers,  directors,  employees,  agents,
attorneys-in-fact or Affiliates.

          Section 8.8. Agent and Affiliates. Each of the Agent and the Purchaser
Agents and their  respective  Affiliates  may extend credit to, accept  deposits
from and  generally  engage in any kind of business  with the Seller,  any other
Bergen  Entity or any of their  Affiliates  and Wachovia may exercise or refrain
from exercising its rights and powers as if it were not the Agent.  With respect
to the acquisition of the Eligible Receivables pursuant to this Agreement,  each
of the  Purchaser  Agents and the Agent  shall  have the same  rights and powers
under this  Agreement  as any  Purchaser  and may exercise the same as though it

<PAGE>

were not such an agent, and the terms "Purchaser" and "Purchasers" shall include
each of the Purchaser Agents and the Agent in their individual capacities.

          Section 8.9. Indemnification. Each Purchaser Group shall indemnify and
hold harmless the Agent and its officers, directors, employees,  representatives
and  agents  (to the extent  not  reimbursed  by the Seller or any other  Bergen
Entity and without  limiting  the  obligation  of the Seller or any other Bergen
Entity to do so),  ratably in accordance with its Ratable Share from and against
any and all liabilities,  obligations,  losses, damages,  penalties,  judgments,
settlements, costs, expenses and disbursements of any kind whatsoever (including
in connection with any  investigative or threatened  proceeding,  whether or not
the Agent or such Person shall be  designated a party  thereto)  that may at any
time be imposed on, incurred by or asserted  against the Agent or such Person as
a  result  of,  or  related  to,  any of the  transactions  contemplated  by the
Transaction  Documents  or  the  execution,   delivery  or  performance  of  the
Transaction  Documents or any other document  furnished in connection  therewith
(but excluding any such liabilities,  obligations,  losses, damages,  penalties,
judgments,  settlements,  costs, expenses or disbursements resulting solely from
the gross  negligence  or  willful  misconduct  of the  Agent or such  Person as
finally determined by a court of competent jurisdiction).

          Section 8.10.  Successor  Agent. The Agent may, upon at least five (5)
days notice to the Seller and each Purchaser and each Purchaser Agent, resign as
Agent.  Such  resignation  shall not become effective until a successor agent is
appointed by an Instructing Group and has accepted such  appointment.  Upon such
acceptance of its  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall  succeed  to and become  vested  with all the rights and
duties of the retiring  Agent,  and the retiring Agent shall be discharged  from
its duties and obligations under the Transaction  Documents.  After any retiring
Agent's  resignation  hereunder,  the  provisions of Article VI and this Article
VIII shall inure to its  benefit as to any actions  taken or omitted to be taken
by it while it was the Agent.


                                   Article IX
                                  Miscellaneous

          Section 9.1.  Termination.  Each  Purchaser  shall cease to be a party
hereto  when  the  Termination  Date  has  occurred,  each  Purchaser  holds  no
Investment and all amounts payable to it hereunder have been  indefeasibly  paid
in full. This Agreement shall terminate  following the Termination  Date when no
Investment is held by a Purchaser and all other amounts  payable  hereunder have
been  indefeasibly  paid in full, but the rights and remedies of the Agent, each
Purchaser  Agent and each  Purchaser  under  Article  VI and  Section 8.9  shall
survive such termination.  Upon such termination, the Agent shall promptly after
request of the Seller (a) execute and deliver  UCC-3  termination  statements to
the Seller with respect to each UCC-1 financing  statement filed in favor of the
Agent or any Purchaser in connection  with this  Agreement,  (b) deliver written
notice to all Lock-Box  Banks and  Depositary  Banks to remit to the  Collection
Agent (unless  otherwise  directed by the Seller) all payments,  remittances and
other items that have been received by, or are maintained in, any Lock-Box Bank,
Lock-Box,  Lock-Box  Account or  Depositary  Bank and to follow  thereafter  all

<PAGE>

directions of the  Collection  Agent (unless  otherwise  directed by the Seller)
with respect to the continuance of termination of such Lock-Boxes and Depositary
Accounts and (c) promptly  deliver to the  Collection  Agent  (unless  otherwise
directed by the Seller) all  Collections  and all other funds,  records or other
property of Seller or the Collection Agent that may come, or have come, into the
Agent's or any Purchaser's custody or control.

          Section 9.2.  Notices.  Unless  otherwise  specified,  all notices and
other  communications  hereunder shall be in writing (including by telecopier or
other facsimile  communication),  given to the appropriate Person at its address
or  telecopy  number set forth on the  signature  pages  hereof or at such other
address or  telecopy  number as such  Person may  specify,  and  effective  when
received at the address  specified by such Person.  Each party hereto,  however,
authorizes  the Agent or such Purchaser  Agent's to act on telephone  notices of
Purchases and Discount Rate and Tranche  Period  selections  from any person the
Agent or such  Purchaser  Agent in good faith believes to be acting on behalf of
the relevant party and, at the Agent's or such Purchaser Agent's option, to tape
record any such  telephone  conversation.  Each party  hereto  agrees to deliver
promptly to the Agent or such Purchaser  Agent a confirmation  of each telephone
notice given or received by such party (signed by an authorized  officer of such
party),  but the absence of such  confirmation  shall not affect the validity of
the telephone notice.  The Agent's or such Purchaser Agent's records of all such
conversations shall be deemed correct and, if the confirmation of a conversation
differs  in any  material  respect  from the  action  taken by the Agent or such
Purchaser  Agent,  the records of the Agent or such Purchaser Agent shall govern
absent  manifest  error.  The  number of days for any  advance  notice  required
hereunder  may be waived  (orally or in  writing) by the Person  receiving  such
notice and,  in the case of notices to the Agent or such  Purchaser  Agent,  the
consent of each Person to which the Agent or such Purchaser Agent is required to
forward such notice.

          Section  9.3.  Payments  and  Computations.  Notwithstanding  anything
herein to the contrary,  any amounts to be paid or  transferred by the Seller or
the  Collection  Agent to, or for the  benefit  of, any  Purchaser  or any other
Person shall be paid or transferred to the Agent or appropriate Purchaser Agent,
as specified herein. All amounts to be paid or deposited hereunder shall be paid
or transferred on the day when due in immediately available Dollars (and, if due
from the Seller or Collection  Agent, by 2:00 p.m.  (Atlanta time), with amounts
received  after such time being deemed paid on the Business Day  following  such
receipt). The Seller hereby authorizes the Agent to debit the Seller Account for
application to any amounts owed by the Seller  hereunder.  The Seller shall,  to
the extent  permitted by law, pay to each Purchaser  Agent upon demand,  for the
account  of  the  applicable  Person,  interest  on  all  amounts  not  paid  or
transferred by the Seller or the  Collection  Agent when due hereunder at a rate
equal to the Prime Rate plus 2%, calculated from the date any such amount became
due  until  the date  paid in full.  Any  payment  or  other  transfer  of funds
scheduled  to be made on a day that is not a  Business  Day shall be made on the
next  Business  Day, and any  Discount  Rate or interest  rate  accruing on such
amount to be paid or transferred  shall continue to accrue to such next Business
Day. All  computations  of interest,  fees, and Discount shall be calculated for
the actual days elapsed based on a 360 day year.

          Section 9.4.  Sharing of Recoveries.  Each Purchaser agrees that if it
receives any recovery,  through  set-off,  judicial action or otherwise,  on any
amount payable or recoverable hereunder in a greater proportion than should have
been received  hereunder or otherwise  inconsistent with the provisions  hereof,
then the  recipient  of such  recovery  shall  purchase  for cash an interest in

<PAGE>

amounts owing to the other  Purchasers  (as return of Investment or  otherwise),
without  representation or warranty except for the  representation  and warranty
that such interest is being sold by each such other  Purchaser free and clear of
any  Adverse  Claim  created or granted by such other  Purchaser,  in the amount
necessary  to  create  proportional  participation  by the  Purchasers  in  such
recovery (as if such recovery were distributed pursuant to Section 2.3).  If all
or any portion of such amount is thereafter  recovered from the recipient,  such
purchase  shall be rescinded  and the purchase  price  restored to the extent of
such recovery, but without interest.

          Section  9.5.  Right of  Setoff.  During  a  Termination  Event,  each
Purchaser is hereby  authorized (in addition to any other rights it may have) to
setoff,  appropriate and apply (without  presentment,  demand,  protest or other
notice  which  are  hereby   expressly   waived)  any  deposits  and  any  other
indebtedness  held or owing by such  Purchaser  (including  by any  branches  or
agencies  of such  Purchaser)  to, or for the  account  of, the  Seller  against
amounts owing by the Seller hereunder (even if contingent or unmatured).

          Section  9.6.  Amendments.  Except  as  otherwise  expressly  provided
herein,  no amendment or waiver  hereof shall be effective  unless signed by the
Seller and the Instructing  Group. In addition,  no amendment of any Transaction
Document shall,  without the consent of (a) all the  Purchasers,  (i) extend the
Termination  Date or the date of any payment or transfer of  Collections  by the
Seller to the Collection  Agent or by the  Collection  Agent to the Agent or any
Purchaser Agent,  (ii) reduce the rate or extend the time of payment of Discount
for any Eurodollar Tranche or Prime Tranche,  (iii) reduce or extend the time of
payment of any fee payable to the  Purchasers,  (iv) except as provided  herein,
release,  transfer  or modify any  Committed  Purchaser's  Purchase  Interest or
change  any   Commitment,   (v) amend  the  definition  of  Instructing   Group,
Termination Event or Section 1.1,  1.2, 1.5, 1.7(a),  2.1, 2.2, 2.3, 7.2 or 9.6,
Article VI,  Section 7.4 of the Purchase Agreement,  the Limited Guaranty or any
obligation of any Bergen Entity  thereunder,  (vi) consent  to the assignment or
transfer by the Seller or the  Originator  of any  interest  in the  Receivables
other than transfers under the Transaction Documents or permit any Bergen Entity
to transfer any of its  obligations  under any  Transaction  Document  except as
expressly contemplated by the terms of the Transaction Documents, or (vii) amend
any defined term relevant to the  restrictions in clauses (i)  through (vi) in a
manner which would  circumvent  the  intention of such  restrictions  or (b) the
Agent and each  affected  Purchaser  Agent,  amend any  provision  hereof if the
effect thereof is to affect the  indemnities to, or the rights or duties of, the
Agent or any  Purchaser  Agent or to reduce any fee  payable for the Agent's own
account.  Notwithstanding the foregoing,  the amount of any fee or other payment
due and payable  from the Seller or the  Collection  Agent to the Agent (for its
own account),  any Purchaser  Agent or any Purchaser may be changed or otherwise
adjusted  solely  with the  consent  of the  Seller  and the party to which such
payment is payable.  Any amendment hereof shall apply to each Purchaser  equally
and shall be binding upon the Seller,  the Purchasers,  the Purchaser Agents and
the  Agent.  If  required  by the Rating  Agencies  for the  applicable  Conduit
Purchaser, no material amendment hereof or assignment, termination,  resignation
or removal  hereunder shall be effective unless a statement is obtained from the
applicable Rating Agencies that its Rating will not be downgraded,  withdrawn or
suspended as a result of such amendment assignment, termination,  resignation or
removal.

<PAGE>

          Section 9.7.  Waivers. No failure or delay of the Agent, any Purchaser
Agent or any  Purchaser  in  exercising  any power,  right,  privilege or remedy
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such power,  right,  privilege  or remedy  preclude any other or
further exercise thereof or the exercise of any other power, right, privilege or
remedy.  Any waiver hereof shall be effective only in the specific  instance and
for the specific purpose for which such waiver was given.  After any waiver, the
Seller,  the Purchasers the Purchaser  Agents and the Agent shall be restored to
their former  position  and rights and any  Potential  Termination  Event waived
shall be deemed to be cured and not continuing,  but no such waiver shall extend
to (or impair  any right  consequent  upon) any  subsequent  or other  Potential
Termination Event. Any additional  Discount that has accrued after a Termination
Event  before  the  execution  of a waiver  thereof,  solely  as a result of the
occurrence  of such  Termination  Event,  may be waived by the Agent or  related
Purchaser Agent at the direction of the Purchaser entitled thereto.

          Section 9.8. Successors and Assigns; Participations; Assignments.

          (a) Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  Except as  otherwise  provided  herein,  the  Seller may not assign or
transfer  any of its  rights or  delegate  any of its duties  without  the prior
consent of the Agent, the Purchaser Agents and the Purchasers.

          (b)  Participations.  Any  Purchaser  may sell to one or more  Persons
(each  a  "Participant")  participating  interests  in  the  interests  of  such
Purchaser hereunder and under the applicable Transfer Agreement.  Such Purchaser
shall remain solely  responsible for performing its obligations  hereunder,  and
the Seller, each Purchaser Agent and the Agent shall continue to deal solely and
directly with such  Purchaser in  connection  with such  Purchaser's  rights and
obligations  hereunder and under the Transfer Agreement.  Each Participant shall
be  entitled  to the  benefits  of Article VI and shall have the right of setoff
through its participation in amounts owing hereunder to the same extent as if it
were a Purchaser hereunder and under the applicable  Transfer  Agreement,  which
right of setoff is subject to such  Participant's  obligation  to share with the
Purchasers  as  provided  in  Section  9.4. A  Purchaser  shall not agree with a
Participant to restrict such Purchaser's  right to agree to any amendment hereto
or  to  the  applicable  Transfer  Agreement,  except  amendments  described  in
clause (a) of Section 9.6.

          (c) Assignments by Committed  Purchasers.  Any Committed Purchaser may
assign to one or more Persons ("Purchasing Committed Purchasers"), acceptable to
the  applicable  Purchaser  Agent  in its  sole  discretion  and,  prior  to the
occurrence of a Termination  Event,  subject to the prior written consent of the
Seller  (which  consent will not be  unreasonably  withheld)  any portion of its
Commitment as a Committed  Purchaser hereunder and under the applicable Transfer
Agreement  and  Purchase  Interest  pursuant to a  supplement  hereto and to the
applicable Transfer Agreement (a "Transfer  Supplement") in form satisfactory to
the  applicable  Purchaser  Agent  executed  by each such  Purchasing  Committed
Purchaser,  such selling Committed Purchaser and the applicable Purchaser Agent.
Any such  assignment by a Committed  Purchaser must be for an amount of at least
Ten Million  Dollars.  Each  Purchasing  Committed  Purchaser shall pay a fee of
Three Thousand Dollars to the applicable Purchaser Agent. Any partial assignment
shall be an  assignment  of an identical  percentage  of such selling  Committed
Purchaser  Investment and its Commitment as a Committed  Purchaser hereunder and
under any applicable Transfer Agreement.  Upon the execution and delivery to the
applicable  Purchaser  Agent  of the  Transfer  Supplement  and  payment  by the
Purchasing  Committed Purchaser to the selling Committed Purchaser of the agreed

<PAGE>

purchase  price,  such selling  Committed  Purchaser  shall be released from its
future obligations  hereunder and under the applicable Transfer Agreement to the
extent of such assignment and such Purchasing  Committed Purchaser shall for all
purposes be a Committed Purchaser party hereto and shall have all the rights and
obligations of a Committed  Purchaser hereunder to the same extent as if it were
an  original  party  hereto  and to the  applicable  Transfer  Agreement  with a
Commitment as a Committed  Purchaser,  any Investment  and any related  Assigned
Settlement described in the Transfer Supplement.

          (d) Replaceable Related Bank Purchaser.  If any Related Bank Purchaser
(a "Replaceable  Purchaser") shall (i) petition the Seller for any amounts under
Section 6.2 or (ii) have a  short-term  debt rating  lower than the "A-1" by S&P
and "P-1" by Moody's  (unless such Related Bank Purchaser is also an Enhancement
Bank),  the Seller or applicable  Conduit  Purchaser may designate a replacement
financial institution (a "Replacement Related Bank Purchaser") acceptable to the
applicable  Purchaser Agent and the applicable  Conduit  Purchaser,  in its sole
discretion and, prior to the occurrence of a Termination  Event,  subject to the
prior  written  consent of the Seller  (which  consent will not be  unreasonably
withheld) to which such Replaceable Related Bank Purchaser shall, subject to its
receipt of an amount equal to its Investment,  any related Assigned  Settlement,
and accrued Discount and fees thereon (plus, from the Seller,  any Early Payment
Fee that would have been payable if such transferred Investment had been paid on
such date) and all amounts payable under Section 6.2, promptly assign all of its
rights,  obligations and Commitment  hereunder and under the applicable Transfer
Agreement,  together with all of its Purchase Interest, and any related Assigned
Settlement, to the Replacement Related Bank Purchaser in accordance with Section
9.8(c).

          (e) Assignment by Conduit  Purchasers.  With the prior written consent
of the Seller (not to be unreasonably withheld),  each other party hereto agrees
and consents (i) to each Conduit Purchaser's assignment, participation, grant of
security  interests  in or other  transfers  of any  portion  of not  less  than
$25,000,000 of, or any of its beneficial  interest in, the Purchase Interest and
the related  Assigned  Settlement  and (ii) to the complete  assignment  by such
Conduit  Purchaser of all of its rights and obligations  hereunder to any Person
reasonably  acceptable  to the Seller,  and upon such  assignment  such  Conduit
Purchaser  shall be released from all  obligations  and duties  hereunder.  Each
Conduit   Purchaser  shall  promptly  notify  each  party  hereto  of  any  such
assignment.  Upon such an  assignment  of any  portion of a Conduit  Purchaser's
Purchase Interest and the related Assigned  Settlement,  the assignee shall have
all of the rights of such Conduit  Purchaser  hereunder related to such Purchase
Interest and related Assigned Settlement.

          (f)  Opinions of Counsel.  If  required by any  Purchaser  Agent or to
maintain the Ratings, each Transfer Supplement must be accompanied by an opinion
of counsel  of the  assignee  as to such  matters  as such  Purchaser  Agent may
reasonably request.

          Section 9.9. Intended Tax Characterization. It is the intention of the
parties  hereto  that,  for  the  purposes  of  all  Taxes,   the   transactions

<PAGE>

contemplated  hereby shall be treated as a loan by the  Purchasers  (through the
Agent) to the Seller  that is  secured by the  Receivables  (the  "Intended  Tax
Characterization").  The parties hereto agree to report and otherwise to act for
the  purposes  of all  Taxes  in a  manner  consistent  with  the  Intended  Tax
Characterization. As provided in Section 5.1(g), the Seller hereby grants to the
Agent,  for the ratable benefit of the Purchaser  Agents and the  Purchasers,  a
security  interest in all  Receivables  and Collections to secure the payment of
all amounts other than Investment owing hereunder and (to the extent of the Sold
Interest) to secure the repayment of all Investment.

          Section 9.10.  Confidentiality.  The parties  hereto agree to hold the
Transaction  Documents  or any other  confidential  or  proprietary  information
received in  connection  therewith  in  confidence  and agree not to provide any
Person with copies of any  Transaction  Document or such other  confidential  or
proprietary  information  other than to (i) any  officers,  directors,  members,
managers, employees or outside accountants,  auditors or attorneys thereof, (ii)
any  prospective  or actual  assignee  or  participant  which (in each case) has
signed  a   confidentiality   agreement   substantially   in  the  form  of  the
confidentiality  agreement  signed by the Agent prior to the date hereof,  (iii)
any rating agency, (iv) any surety, guarantor or credit or liquidity enhancer to
the Agent,  any Purchaser Agent or any Purchaser which (in each case) has signed
a  confidentiality  agreement  substantially in the form of the  confidentiality
agreement,  (v)  any  Conduit  Purchaser's  administrator,  management  company,
referral  agents,  issuing  agents  or  depositaries  or  CP  Dealers  and  (vi)
Governmental  Authorities with  appropriate  jurisdiction.  Notwithstanding  the
above  stated  obligations,  provided  that the other  parties  hereto are given
notice of the intended  disclosure or use, the parties hereto will not be liable
for  disclosure  or use of such  information  which such Person can establish by
tangible  evidence:  (i) was  required  by law,  including  pursuant  to a valid
subpoena or other legal process,  (ii) was in such Person's  possession or known
to such  Person  prior to  receipt  or (iii) is or  becomes  known to the public
through  disclosure  in a  printed  publication  (without  breach of any of such
Person's obligations hereunder).

          Section 9.11. Agreement Not to Petition. Each party hereto agrees, for
the benefit of the holders of the privately or publicly placed  indebtedness for
borrowed  money for any Conduit  Purchaser,  not, prior to the date which is one
(1) year and one (1) day after the payment in full of all such indebtedness,  to
acquiesce, petition or otherwise,  directly or indirectly,  invoke, or cause any
Conduit Purchaser to invoke,  the process of any Governmental  Authority for the
purpose of  (a) commencing  or  sustaining a case against any Conduit  Purchaser
under any federal or state bankruptcy,  insolvency or similar law (including the
Federal  Bankruptcy  Code),  (b) appointing  a receiver,  liquidator,  assignee,
trustee,  custodian,  sequestrator  or other  similar  official for such Conduit
Purchaser,  or any substantial part of its property, or (c) ordering the winding
up or liquidation of the affairs of such Conduit Purchaser.

          Section 9.12.  Excess Funds.  Other than amounts payable under Section
9.4,  such  Conduit  Purchaser  shall be required to make payment of the amounts
required to be paid  pursuant  hereto only if such Conduit  Purchaser has Excess
Funds (as defined below). If a Conduit Purchaser does not have Excess Funds, the
excess of the amount due hereunder (other than pursuant to Section 9.4) over the
amount paid shall not  constitute a "claim" (as defined in Section 101(5) of the
Federal  Bankruptcy Code) against such Conduit Purchaser until such time as such
Conduit  Purchaser  has  Excess  Funds.  If a  Conduit  Purchaser  does not have
sufficient  Excess Funds to make any payment due hereunder  (other than pursuant

<PAGE>

to Section  9.4),  then such Conduit  Purchaser may pay a lesser amount and make
additional payments that in the aggregate equal the amount of deficiency as soon
as possible  thereafter.  The term  "Excess  Funds"  means the excess of (a) the
aggregate  projected  value of a Conduit  Purchaser  assets  and other  property
(including  cash and cash  equivalents),  over (b) the sum of (i) the sum of all
scheduled payments of principal,  interest and other amounts payable on publicly
or privately placed  indebtedness of such Conduit  Purchaser for borrowed money,
plus (ii) the sum of all other  liabilities,  indebtedness and other obligations
of such Conduit  Purchaser for borrowed money or owed to any credit or liquidity
provider, together with all unpaid interest then accrued thereon, plus (iii) all
taxes payable by such Conduit  Purchaser to the Internal Revenue  Service,  plus
(iv)  all  other  indebtedness,  liabilities  and  obligations  of such  Conduit
Purchaser then due and payable, but the amount of any liability, indebtedness or
obligation of such Conduit Purchaser shall not exceed the projected value of the
assets to which  recourse for such  liability,  indebtedness  or  obligation  is
limited. Excess Funds shall be calculated once each Business Day.

          Section 9.13. No Recourse.  The obligations of each Conduit Purchaser,
its  management  company,  its  administrator  and its  referral  agents (each a
"Program Administrator") under any Transaction Document or other document (each,
a "Program Document") to which a Program Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate,  director, officer, member, manager,
employee, attorney or agent of any Program Administrator.

          Section 9.14. Headings; Counterparts.  Article and Section Headings in
this Agreement are for reference only and shall not affect the  construction  of
this  Agreement.  This  Agreement  may be executed by  different  parties on any
number of  counterparts,  each of which shall  constitute an original and all of
which, taken together, shall constitute one and the same agreement.

          Section  9.15.  Cumulative  Rights  and  Severability.  All rights and
remedies  of the  Purchasers,  Purchaser  Agents  and Agent  hereunder  shall be
cumulative and  non-exclusive  of any rights or remedies such Persons have under
law or otherwise.  Any provision  hereof that is prohibited or  unenforceable in
any jurisdiction  shall, in such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions   hereof  and  without   affecting   such   provision  in  any  other
jurisdiction.

          Section  9.16.   Governing  Law;  Submission  to  Jurisdiction.   This
Agreement  shall be governed by, and construed in accordance  with, the internal
laws (and not the law of conflicts) of the State of New York.  The Seller hereby
submits to the nonexclusive jurisdiction of the united states district court for
the southern district of new york and of any new york state court sitting in new
york, new york for purposes of all legal proceedings arising out of, or relating
to, the Transaction  Documents or the  transactions  contemplated  thereby.  The
Seller hereby  irrevocably  waives,  to the fullest extent permitted by law, any
objection it may now or hereafter  have to the venue of any such  proceeding and
any claim that any such  proceeding has been brought in an  inconvenient  forum.
Nothing in this Section 9.16  shall affect the right of the Agent, any Purchaser

<PAGE>

Agent or any Purchaser to bring any action or  proceeding  against the Seller or
its property in the courts of other jurisdictions.

          Section 9.17.  Waiver of Trial by Jury.  To the  extent  permitted  by
applicable law, each party hereto  irrevocably waives all right of trial by jury
in any action, proceeding or counterclaim arising out of, or in connection with,
any transaction document or any matter arising thereunder.

          Section 9.18.  Entire Agreement.  The Transaction Documents constitute
the entire  understanding  of the parties thereto  concerning the subject matter
thereof.  Any previous or contemporaneous  agreements,  whether written or oral,
concerning such matters are superseded thereby.

<PAGE>

                     RSA Wachovia/Blue Ridge Signature Page

          In Witness  Whereof,  the parties hereto have caused this Agreement to
be  executed  and  delivered  by their duly  authorized  officers as of the date
hereof.

Wachovia Bank, N.A., as the Related Bank Purchaser
   for Blue Ridge, as the Blue Ridge Purchaser Agent
   and as the Agent



By/s/Kevin McConnell
     Title  Senior Vice President
      Address:        191 Peachtree Street, N.E.__
                      Atlanta, GA 30303
                      ____________________________________
                      Attention:__________________________
      Telephone:      404-332-4362
      Telecopy:       404-333-5152


Blue Ridge Asset Funding Corporation, as
  a Conduit Purchaser

By:    Wachovia Bank, N.A.,
       as attorney-in-fact



By /s/Brian Mellone
     Title  Assistant Vice President

      Address:        c/o191 Peachtree Street, N.E.__
                      Atlanta, GA 30303
                      ____________________________________
                      Attention:__________________________
      Telephone:      404-332-4019
      Telecopy:       404-333-5152


<PAGE>

                       RSA Bergen Brunswig Signature Page


Blue Hill, Inc.,
   as Seller



By /s/ Neil F. Dimick
     Title  Chief Financial Officer
      Address:        ____________________________________
                      ____________________________________
                      ____________________________________
                      Attention:__________________________
      Telephone:      ____________________________________
      Telecopy:       ____________________________________


Bergen Brunswig Drug Company
   as Initial Collection Agent



By /s/ Neil F. Dimick
     Title  Chief Financial Officer

      Address:        ____________________________________
                      ____________________________________
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<PAGE>

                                      I-16



                                   Schedule I
                                   Definitions

          The  following  terms have the  meanings  set forth,  or referred  to,
below:

          "Adverse Claim" means,  for any asset or property of a Person, a lien,
security  interest,  charge,  mortgage,  pledge,  hypothecation,  assignment  or
encumbrance,  or any other  right or similar  claim,  in, of or on such asset or
property in favor of any other Person,  except those created by the  Transaction
Documents.

          "Affiliate" means, for any Person, any other Person which, directly or
indirectly,  is in control of, is controlled by, or is under common control with
such  Person.  For  purposes  of this  definition,  "control"  means the  power,
directly or  indirectly,  to either  (i) vote  ten percent  (10%) or more of the
securities  having  ordinary  voting  power for the  election of  directors of a
Person or (ii) cause the direction of the management and policies of a Person.

          "Agent" is defined in the first paragraph hereof.

          "Aggregate  Commitment" means the aggregate of all Commitments of each
Purchaser Group, as such amount may be reduced pursuant to Section 1.6.

          "Aggregate  Investment"  means  the  sum  of  the  Investments  of all
Purchasers.

          "Aggregate  Reserve"  means,  at any  time at  which  such  amount  is
calculated, the sum of the Loss Reserve, Dilution Reserve and Discount Reserve.

          "Applicable  Margins"  refers to each such term as  defined in each of
the Credit  Agreements,  as such term may be amended in either Credit  Agreement
from time to time; provided,  if both the Credit Agreements shall be terminated,
then the term  "Applicable  Margin" shall have the same meaning such term had in
the  Credit  Agreement  most  recently  terminated  immediately  prior  to  such
termination.

          "Assigned Conduit Purchaser  Settlement"  means, for each Related Bank
Purchaser for a Conduit  Purchaser for any Put, the product of such Related Bank
Purchaser's  Purchased  Percentage  and  the  amount  of the  Conduit  Purchaser
Settlement being transferred pursuant to such Put.

          "Bankruptcy Event" means, for any Person, that (a) such Person makes a
general  assignment for the benefit of creditors or any proceeding is instituted
by or against such Person  seeking to adjudicate  it bankrupt or  insolvent,  or
seeking the liquidation,  winding up, reorganization,  arrangement,  adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver,  trustee or other
similar  official  for it or any  substantial  part of its  property or (b) such
Person takes any corporate action to authorize any such action.

<PAGE>

          "Bergen Entity" means the Parent and the Originator.

          "Blue Ridge" is defined in the first paragraph hereof.

          "Blue Ridge  Committed  Purchasers"  means the Related Bank Purchasers
for Blue Ridge.

          "Blue Ridge Purchaser Agent" means Wachovia Bank, N.A.

          "Blue  Ridge  Purchaser  Group"  means  Blue  Ridge and the Blue Ridge
Committed Purchasers.

          "Business  Day"  means any day other  than (a) a  Saturday,  Sunday or
other day on which  banks in New York City,  New York or  Atlanta,  Georgia  are
authorized or required to close,  (b) a holiday on the Federal Reserve  calendar
and,  (c) solely for matters  relating to a Eurodollar  Tranche,  a day on which
dealings in Dollars are not carried on in the London interbank market.

          "Charge-Off"  means any  Receivable  that has or should  have been (in
accordance with the Credit and Collection  Policy) charged off or written off by
the Seller.

          "Collection" means any amount paid, or deemed paid, on a Receivable or
by the Seller as a Deemed Collection under Section 1.5(b).

          "Collection Agent" is defined in Section 3.1(a).

          "Collection Agent Fee" is defined in Section 3.6.

          "Collection Agent  Replacement  Event" means the occurrence of any one
or more of the following:

               (a) the Collection Agent (or any  sub-collection  agent) fails to
     observe or perform  any  material  term,  covenant or  agreement  under any
     Transaction Document and such failure continues after any applicable notice
     or cure period;

               (b)  any  written  representation,   warranty,  certification  or
     statement made by the Collection  Agent in, or pursuant to, any Transaction
     Document proves to have been incorrect in any material adverse respect when
     made;

               (c) the Collection Agent suffers a Bankruptcy Event; or

               (d) an "Event of Default"  shall have  occurred and is continuing
     under either Credit Agreement.

          "Commitment" means, for each Committed Purchaser, the amount set forth
on Schedule II for such Committed Purchaser,  and, for each Purchaser Group, the
amount set forth on  Schedule II  for such  Purchaser  Group,  in each case,  as
adjusted in accordance with Sections 1.6 and 9.8.

<PAGE>

          "Commitment  Percentage"  means,  for each Related Bank Purchaser in a
Purchaser Group, such Related Bank Purchaser's  Commitment  divided by the total
of all Commitments of all Related Bank Purchasers in such Purchaser Group.

          "Committed  Purchasers"  means  the  Related  Bank  Purchaser  for all
Purchaser Groups.

          "Concentration   Limit"  means,  with  respect  to  any  Obligor,  the
percentage of the Eligible Receivable Balance set forth in the table below based
upon the short term  unsecured debt rating (or, in the absence of such a rating,
the equivalent  long term unsecured  senior debt rating)  currently  assigned to
them by either S&P or Moody's,  (and,  if such Obligor is rated by both agencies
and has a split rating (except for an A-1+/P-1  rating),  the applicable  rating
will be the lower of the two), (or, if larger,  the Special Limit  applicable to
such Obligor):


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

S&P Rating                Moody's Rating                      Allowable % of
                                                            Eligible Receivables
--------------------------------------------------------------------------------

   A-1+                                                              10%
--------------------------------------------------------------------------------

   A-1                         P-1                                    8%
--------------------------------------------------------------------------------
   A-2                         P-2                                    6%
--------------------------------------------------------------------------------
   A-3                         P-3                                    3%
--------------------------------------------------------------------------------

Below A-3 or Not Rated   Below P-3 or Not Rated by
by either S&P or Moody'   either S&P or Moody's                       2%
--------------------------------------------------------------------------------

          "Conduit  Purchaser"  means  each of Blue  Ridge and any other  Person
designated as such that from time to time becomes a party hereto.

          "Conduit Purchaser Investment Percentage" means a fraction,  expressed
as a decimal,  obtained by dividing the Investment of a Conduit Purchaser by the
Investment of all Purchasers.

          "Conduit Purchaser  Settlement" means the sum of all claims and rights
to payment  pursuant  to  Section 1.5  or 1.7 or any other  provision  owed to a
Conduit  Purchaser  (or owed to the Agent or Purchaser  Agent or the  Collection
Agent for the benefit of a Conduit Purchaser) by the Seller that, if paid, would
be applied to reduce Investment.

          "Coverage  Ratio" means,  as of any time, (a) the sum of the Aggregate
Investment plus Aggregate Reserve divided by (b) the Net Receivables Balance.

          "CP Dealer" means, at any time for any Conduit Purchaser,  each Person
such Conduit  Purchaser  then engages as a placement  agent or commercial  paper
dealer.

<PAGE>

          "CP Discount"  means,  (i) with respect to Blue Ridge,  the difference
between (x) the Face Amount of any  commercial  paper note of Blue Ridge and (y)
the proceeds  received by the Purchaser  with respect to such  commercial  paper
note and (ii) with respect to any other Conduit Purchaser,  the amount specified
in the Rate Supplement for the relevant Purchaser Group.

          "CP Rate" means (a) for the Blue Ridge Purchaser Group, CP Rate means,
with respect to any CP Tranche  Period  applicable  to the Blue Ridge  Purchaser
Group,  the rate  equivalent to the rate (or if more than one rate, the weighted
average of the rates) at which  commercial  paper  notes  having a term equal to
such CP  Tranche  Period  are sold  plus the  amount of any  placement  agent or
commercial  paper dealer fees incurred in connection  with such sale;  provided,
however,  if the rate (or rates) is a discounted rate (or rates),  the "CP Rate"
for such CP Tranche  Period  shall be the rate (or,  if more than one rate,  the
weighted  average of the rates) resulting from converting such discount rate (or
rates) to an  interest-bearing  equivalent  rate and (b) for any  other  Conduit
Purchaser,  the rate  designated as such in the Rate Supplement for the relevant
Purchaser Group.

          "Credit Agreements" means, collectively,  that certain (i) Amended and
Restated  Credit  Agreement  dated as of  September 30,  1994 by and  among  the
Originator and the Parent, as Borrowers, certain financial institutions,  as the
Lenders,  and Bank of America,  N.A. ("BofA"),  as Agent for the Lenders, as has
been amended and as may be amended, restated,  substituted or replaced from time
to time, and (ii) Credit  Agreement dated as of April 23,  1999 by and among the
Originator and the Parent, as Borrowers,  certain financial  institutions  named
therein, as the Lenders,  BofA, as Administrative  Agent, Chase Securities Inc.,
as Syndication  Agent and Wachovia,  as Documentation  Agent as has been amended
and as may be amended, restated, substituted or replaced from time to time.

          "Credit Agreement Margin" means the higher of the Applicable Margins.

          "Credit  and  Collection   Policy"  means  the  Seller's   credit  and
collection  policy and  practices  relating to  Receivables  attached  hereto as
Exhibit I.

          "Deemed Collections" is defined in Section 1.5(c).

          "Default Proxy Ratio" means,  a fraction  (expressed as a percentage),
for any calendar month (the "Measurement  Month"), the numerator of which is the
aggregate  outstanding  balance as of the end of such  Measurement  Month of all
Defaulted  Receivables  less than 90 days  past the due date plus the  aggregate
outstanding  balance as of the end of such Measurement  Month of all Receivables
less than 61 days past due that have been  Charge-Offs  and the  denominator  of
which is the amount of sales generated  during the month that ended three months
prior to the last day of such Measurement Month.

          "Default  Ratio" means the ratio  (expressed as a percentage)  for any
calendar  month  of (a) the sum of the  outstanding  balances  of all  Defaulted
Receivables  at the end of each of the most recently  completed  three  calendar
months to (b) the sum of the outstanding  balances of all Receivables at the end
of each such calendar month.

<PAGE>

          "Defaulted Receivable" means any Receivable (a) on which any amount is
unpaid more than 60 days past its original due date or (b) the  Obligor on which
has suffered a Bankruptcy Event.

          "Delinquency Ratio" means, the ratio (expressed as a percentage),  for
any calendar month of (a) the  aggregate  outstanding  balance of all Delinquent
Receivables  as of the end of the most recently  completed  three calendar month
period to (b) the sum of the aggregate outstanding balance of all Receivables as
of the end of such period.

          "Delinquent  Receivable" means any Receivable (other than a Charge-Off
or  Defaulted  Receivable)  on which any amount is unpaid more than 30 days past
its original due date.

          "Depositary  Account" means each account  maintained by the Collection
Agent at a  Depositary  Bank  for the  purpose  of  receiving  or  concentrating
Collections.

          "Depositary  Account  Agreement"  means  each  agreement  between  the
Collection Agent and a Depositary Bank concerning a Depositary Account.

          "Depositary  Account Letter" means a letter in substantially  the form
of Exhibit G-2 (or  otherwise  acceptable  to the Agent) from the Seller and the
Collection  Agent to each  Depositary  Bank,  acknowledged  and accepted by such
Depositary Bank and the Agent.

          "Depositary  Bank"  means  each bank  listed as such on  Exhibit F  as
revised pursuant to Section 5.1(i).

          "Designated  Financial  Officer" means the chief financial  officer of
the Seller or the other relevant Bergen Entity, as applicable.

          "Dilution Ratio" means, the ratio (expressed as a percentage), for any
period,  of (a) the aggregate  amount of payments owed by the Seller pursuant to
the first sentence of Section 1.5(b) for such period to (b) the aggregate amount
of Collections received during such period.

          "Dilution  Reserve" means, at any time, the product of (a) the greater
of (i) 6%, and (ii) three  times the  highest  Dilution  Ratio  (expressed  as a
decimal) as of the last day of each of the most recently  completed  twelve full
calendar  months for which a Periodic  Report is required to have been delivered
multiplied by (b) the Net Receivables Balance at such time.

          "Discount"  means, for any Tranche Period,  (a) the product of (i) the
Discount  Rate for such  Tranche  Period,  (ii) the total  amount of  Investment
allocated to the Tranche Period, and (iii) the number of days elapsed during the
Tranche Period divided by (b) 360 days.

          "Discount  Rate" means,  (i) for any Tranche  Period  relating to a CP
Tranche, the CP Rate applicable thereto, (ii) for any Tranche Period relating to
a Eurodollar  Tranche,  the Eurodollar Rate applicable thereto and (iii) for any
Tranche Period relating to a Prime Tranche, the Prime Rate applicable thereto.

<PAGE>

          "Discount  Reserve"  means,  at any  time,  the  product  of  (a)  1.5
multiplied by (b) the rate  announced by Wachovia as its "Prime Rate" (which may
not be  its  best  or  lowest  rate)  plus  2.00%  multiplied  by (c)  Aggregate
Investment multiplied by (d) a fraction, the numerator of which is the higher of
(i) 30 and  (ii) the  average of the  Turnover  Ratios  calculated  for the most
recent three  calendar  months for which  Periodic  Reports were  required to be
delivered and the denominator of which is 360.

          "Dollar"  and "$"  means  lawful  currency  of the  United  States  of
America.

          "Early Payment Fee" means, if any Investment of a Purchaser  allocated
(or, in the case of a requested  Purchase not made by the  Committed  Purchasers
for any reason other than their default, scheduled to be allocated) to a Tranche
Period for a CP Tranche or Eurodollar  Tranche is reduced or  terminated  before
the last day of such  Tranche  Period  (the amount of  Investment  so reduced or
terminated being referred to as the "Prepaid Amount"),  the cost to the relevant
Purchaser of  terminating  or reducing such Tranche,  which (a) for a CP Tranche
means any compensation  payable in prepaying the related commercial paper or, if
not  prepaid,  any  shortfall  between  the amount that will be  available  to a
Conduit  Purchaser,  on the maturity date of the related  commercial  paper from
reinvesting  the Prepaid Amount in Permitted  Investments and the Face Amount of
such commercial paper and (b) for a Eurodollar  Tranche will be determined based
on the  difference  between the LIBOR  applicable  to such Tranche and the LIBOR
applicable  for a period equal to the  remaining  maturity of the Tranche on the
date the Prepaid Amount is received.

          "Eligible Receivable" means, at any time, any Receivable:

               (i) the Obligor of which (a) is a resident of, or organized under
     the laws of, or with its chief executive  office in, the USA; (b) is not an
     Affiliate  of any of the  parties  hereto or the  Originator;  (c) is not a
     government  or a  governmental  subdivision  or  agency;  and  (d)  has not
     suffered a Bankruptcy Event;

               (ii) which is stated to be due and  payable  within 30 days after
     the statement date therefor;

               (iii) which is not a Defaulted Receivable or a Charge-Off;

               (iv) which is an "account" or "chattel  paper" within the meaning
     of  Section  9-105  and  Section  9-106,  respectively  of  the  UCC of all
     applicable jurisdictions;

               (v) which is denominated and payable only in Dollars in the USA;

               (vi)  which  arises  under a  contract  that is in full force and
     effect and  constitutes  the legal,  valid and  binding  obligation  of the
     related  Obligor  enforceable  against such Obligor in accordance  with its
     terms subject to no offset,  counterclaim,  defense or other Adverse Claim,
     and is not an executory  contract or unexpired  lease within the meaning of
     Section 365 of the Bankruptcy Code;

<PAGE>

               (vii)  which  arises  under  a  contract  that  (a)  contains  an
     obligation  to  pay  a  specified  sum  of  money  and  is  subject  to  no
     contingencies  and (b) does not require the Obligor  under such contract to
     consent to the transfer,  sale or assignment of any  receivable or right to
     payment arising under such contract;

               (viii) which does not, in whole or in part,  contravene  any law,
     rule or regulation applicable thereto (including, without limitation, those
     relating to usury,  truth in  lending,  fair  credit  billing,  fair credit
     reporting,  equal credit  opportunity,  fair debt collection  practices and
     privacy);

               (ix) which  satisfies all applicable  requirements  of the Credit
     and  Collection  Policy and was  generated  in the  ordinary  course of the
     Originator's  business from the sale of goods or provision of services to a
     related Obligor solely by the Originator; and

               (x) which does not constitute an interest in or claim in or under
     any policy of insurance pursuant to 9-104(g) of the UCC.

          "Eligible  Receivables  Balance"  means,  at any time,  the  aggregate
outstanding principal balance of all Eligible Receivables.

          "Enhancement  Bank"  means any Person  providing  credit  support to a
Purchaser  for such  Purchaser's  account,  including  pursuant  to an  unfunded
commitment.

          "Eurodollar Rate" means for any Committed  Purchaser,  for any Tranche
Period for a Eurodollar  Tranche,  the sum of (a) LIBOR for such Tranche  Period
divided by 1 minus the "Reserve  Requirement"  plus (b) the sum of 0.60% and the
Credit Agreement Margin plus the additional  margin, if any, provided for in the
Fee Letter,  plus (c) during the pendency of a Termination  Event,  2.00%; where
"Reserve  Requirement"  means, for any Tranche Period for a Eurodollar  Tranche,
the  maximum  reserve   requirement   imposed  during  such  Tranche  Period  on
"eurocurrency  liabilities" as currently defined in Regulation D of the Board of
Governors of the Federal Reserve System.

          "Excluded  Taxes" means and includes any of the following  Taxes:  (a)
any Taxes  imposed  by any  jurisdiction  in which a Person is  organized,  does
business  or  maintains  a  permanent  establishment  solely  by  virtue of such
organization,  business or  maintenance  of a permanent  establishment,  (b) any
Taxes on, or measured by, the overall net income of a Person; (c) any Taxes that
would not be imposed  if a Person  were a "United  States  person" as defined in
section 7701(a)(30) of the Internal Revenue Code of 1986, as amended and (d) any
withholding taxes, to the extent that the relevant Person is eligible to claim a
reduction in or exclusion from such withholding  taxes under applicable  statute
or tax treaties in effect at the time such withholding taxes are imposed.

          "Face Amount" means the face amount of any commercial  paper issued by
a Conduit  Purchaser on a discount basis or, if not issued on a discount  basis,
the principal  amount of such note and interest  scheduled to accrue  thereon to
its stated maturity.

<PAGE>

          "Federal Funds Rate" means for any day the greater of (i) the  highest
rate per annum as determined by any Purchaser Agent at which  overnight  Federal
funds are  offered to such  Purchaser  Agent for such day by major  banks in the
interbank market,  and (ii) if any Purchaser Agent is borrowing  overnight funds
from a Federal  Reserve  Bank that day, the highest rate per annum at which such
overnight  borrowings  are made on that day. Each  determination  of the Federal
Funds Rate by a Purchaser  Agent shall be  conclusive  and binding on the Seller
except in the case of manifest error and shall be reported to the Agent.

          "Fee Letter"  means,  for each  Purchaser  Group the letter  agreement
dated as of the date  hereof  among the Seller and the  Purchaser  Agent for the
applicable Purchaser Group.

          "Funding  Agreement"  means any agreement or instrument  executed by a
Purchaser  and executed by or in favor of any Funding  Source or executed by any
Funding Source at the request of a Purchaser.

          "Funding Source" means any Enhancement  Bank,  Liquidity Bank or other
insurance  company,  bank or other financial  institution  providing  liquidity,
back-up purchase or credit for any Conduit Purchaser.

          "GAAP" means  generally  accepted  accounting  principles  in the USA,
applied on a consistent basis.

          "Governmental  Authority" means any (a) Federal,  state,  municipal or
other  governmental  entity,  board,  bureau,  agency  or  instrumentality,  (b)
administrative  or regulatory  authority  (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

          "Incremental Purchase" is defined in Section 1.1(b).

          "Initial Collection Agent" is defined in the first paragraph hereof.

          "Instructing Group" means the Purchaser Agents representing  Purchaser
Groups with a majority of the Commitments.

          "Intended Tax Characterization" is defined in Section 9.9.

          "Interim  Liquidation"  means any time  before  the  Termination  Date
during which no Reinvestment Purchases are made by any Purchaser, as established
pursuant to Section 1.2.

          "Investment"  means,  for  each  Purchaser,  (a) the  sum  of  (i) all
Incremental  Purchases by such  Purchaser and (ii) the  aggregate  amount of any
payments  or  exchanges  made by, or on behalf of, such  Purchaser  to any other
Purchaser  to  acquire  Investment  from  such  other  Purchaser  minus  (b) all
Collections,  amounts  received from other Purchasers and other amounts received
or exchanged and, in each case, applied by the Agent or such Purchaser to reduce
such Purchaser's  Investment.  A Purchaser's Investment shall be restored to the
extent any amounts so received or exchanged and applied are rescinded or must be
returned for any reason.

<PAGE>

          "LIBOR"  means,  with  respect  to any  Committed  Purchaser,  for any
Tranche Period for a Eurodollar Tranche or other time period, the rate per annum
(rounded upwards, if necessary,  to the next higher one  hundred-thousandth of a
percentage  point) for  deposits in Dollars for a period  equal to such  Tranche
Period or other period,  which appears on Page 3750 of the Telerate  Service (or
any  successor  page or  successor  service that  displays the British  Bankers'
Association  Interest  Settlement  Rates for Dollar  deposits)  as of 11:00 a.m.
(London, England time) two Business Days before the commencement of such Tranche
Period or other period.  If for any Tranche  Period for a Eurodollar  Tranche no
such displayed  rate is available  (or, for any other period,  if such displayed
rate is not  available  or the need to  calculate  LIBOR is not  notified to the
Purchaser Agent for such Committed Purchaser at least three Business Days before
the commencement of the period for which it is to be determined), such Purchaser
Agent  shall  determine  such rate  based on the rates such  Purchaser  Agent is
offered deposits of such duration in the London interbank market.

          "Liquidation  Period" means, for a Conduit  Purchaser,  all times when
such  Conduit  Purchaser  is  not  making  Reinvestment  Purchases  pursuant  to
Section 1.1(d)  and,  for all  Purchasers,  all  times  (x)  during  an  Interim
Liquidation and (y) on and after the Termination Date.

          "Liquidity Bank" means any commercial  lending  institution that is at
any time a Purchaser or purchaser under any Transfer Agreement.

          "Lock-Box" means each post office box or bank box listed on Exhibit F,
as revised pursuant to Section 5.1(i).

          "Lock-Box  Account"  means each account  maintained by the  Collection
Agent  at a  Lock-Box  Bank  for  the  purpose  of  receiving  or  concentrating
Collections.

          "Lock-Box Agreement" means each agreement between the Collection Agent
and a Lock-Box Bank concerning a Lock-Box Account.

          "Lock-Box  Bank"  means  each  bank  listed as such on  Exhibit F,  as
revised pursuant to Section 5.1(i).

          "Lock-Box  Letter" means a letter in substantially the form of Exhibit
G (or  otherwise  acceptable  to the Agent)  from the Seller and the  Collection
Agent to each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and
the Agent.

          "Loss Horizon  Ratio" means,  at any time, a fraction  (expressed as a
ratio)  the  numerator  of  which  is  the  aggregate   outstanding  balance  of
Receivables  generated  by the  Originator  during the most  recent  three month
period and the  denominator  of which is the Net  Receivables  Balance as of the
last day of such period.

          "Loss Reserve"  means,  at any time, the product of (i) the greater of
(a) 10% and (b) two times the product of the highest average Default Proxy Ratio
for any  consecutive  three month  period  ended  during the  previous 12 months
multiplied  by the  Loss  Horizon  Ratio  calculated  at the end of such  period
multiplied by (ii) the Net Receivables Balance at such time.

<PAGE>

          "Loss-to-Liquidation  Ratio" means,  for any calendar month, the ratio
(expressed as a  percentage)  of the  outstanding  balance of  Charge-Offs  made
during the most recent three  calendar  month period to the aggregate  amount of
Collections during such three month period.

          "Material  Adverse  Effect"  means a  material  adverse  effect on the
collectibility  of the  Receivables,  taken as a whole,  or the  Seller's or any
other Bergen Entity's financial condition,  business, operations or prospects or
ability to perform its obligations under any Transaction Document.

          "Matured  Aggregate  Investment" means, at any time, the Matured Value
of a Conduit  Purchaser's  Investment  plus the total  Investments  of all other
Purchasers then outstanding.

          "Matured Value" means,  of any Investment,  the sum of such Investment
and all unpaid  Discount  scheduled  to become due  (whether or not then due) on
such  Investment  during  all  Tranche  Periods  to which  any  portion  of such
Investment has been allocated.

          "Maximum  Incremental  Purchase Amount" means, at any time, the lesser
of (a) the  difference  between the Purchase Limit and the Aggregate  Investment
then outstanding and (b) the difference between the Aggregate Commitment and the
Matured Aggregate Investment then outstanding.

          "Moody's" means Moody's Investors Service, Inc.

          "Net  Receivables  Balance" means the Eligible Balance less the amount
by which the Eligible  Receivables Balance exceeds the Concentration  Limits for
all Obligors.

          "Obligor" means, for any Receivable, each Person obligated to pay such
Receivable and each guarantor of such obligation.

          "Originator"   means  Bergen  Brunswig  Drug  Company,   a  California
corporation.

          "Parent" means Bergen Brunswig Corporation, a New Jersey corporation.

          "Periodic Report" is defined in Section 3.3.

          "Permitted  Investments"  shall mean (a)  evidences  of  indebtedness,
maturing  not more than  thirty  (30) days after the date of  purchase  thereof,
issued by, or the full and timely  payment of which is  guaranteed  by, the full
faith and credit of, the federal government of the United States of America, (b)
repurchase  agreements  with banking  institutions  or  broker-dealers  that are
registered  under  the  Securities   Exchange  Act  of  1934  fully  secured  by
obligations  of the kind  specified in clause (a) above,  (c) money market funds
denominated  in  Dollars  rated not lower than A-1 (and  without  the "r" symbol
attached to any such rating) by S&P and P-1 by Moody's or  otherwise  acceptable
to the Rating Agencies or (d) commercial paper  denominated in Dollars issued by
any  corporation  incorporated  under  the  laws  of the  United  States  or any
political  subdivision thereof,  provided that such commercial paper is rated at
least A-1 (and without any "r" symbol  attached to any such  rating)  thereof by
S&P and at least Prime-1 thereof by Moody's.

<PAGE>

          "Person" means an individual, partnership,  corporation,  association,
joint venture, Governmental Authority or other entity of any kind.

          "Potential Termination Event" means any Termination Event or any event
or  condition  that with the lapse of time or giving of notice,  or both,  would
constitute a Termination Event.

          "Pricing  Letter"  means the (i) for the Blue  Ridge  Purchaser  Group
letter  agreement dated as of the date hereof among the Liquidity Banks for Blue
Ridge,  the Blue  Ridge  Purchaser  Agent and the  Seller and (ii) for any other
Purchaser Group, a letter agreement among the Liquidity Banks for such Purchaser
Group, its Purchaser Agent and the Seller.

          "Prime  Rate"  means for any  period,  the daily  average  during such
period of (a) the  greater of (i)(x) for the Blue Ridge  Purchaser  Group,  that
interest rate  denominated  and set by Wachovia as its "Prime Rate" from time to
time as an interest rate basis for  borrowings,  and (y) for any other Purchaser
Group,  the rate set forth as its Purchaser Agents "prime rate" or equivalent in
such Purchaser  Group's Rate  Supplement,  plus in the case of either (x) or (y)
0.60% per annum,  and (ii) the Federal Funds Rate plus 0.50% plus (b) during the
pendency of a Termination  Event,  2.00% per annum.  The Prime Rate for the Blue
Ridge  Purchaser  Group  is but  one of  several  interest  rate  basis  used by
Wachovia. Wachovia lends at interest rates above and below the Prime Rate.

          "Purchase" is defined in Section 1.1(a).

          "Purchase Agreement" means the Purchase and Sale Agreement dated as of
the date hereof between the Seller and the Originator.

          "Purchase  Amount" means,  for each Purchaser,  (a) the sum of (i) all
Investment by such  Purchaser and (ii) the  aggregate  amount of any payments or
exchanges  made by, or on  behalf  of,  such  Purchaser  to any other  Purchaser
pursuant to Article II minus  (b) all  Collections,  amounts  received  from any
Purchasers,  and other amounts received or exchanged and, in each case,  applied
by the Agent or such Purchaser to reduce such  Purchaser's  Purchase  Amount.  A
Purchaser's  Purchase  Amount  shall be  restored  to the extent any  amounts so
received or  exchanged  and applied are  rescinded  or must be returned  for any
reason.

          "Purchase Date" is defined in Section 1.1(c).

          "Purchase Interest" means, for a Purchaser,  the percentage  ownership
interest in the Receivables and Collections  held by such Purchaser,  calculated
when and as described in Section  1.1(a);  provided,  however,  that (except for
purposes of computing a Purchase Interest or the Sold Interest in Section 1.5 or
1.7) at any time the Sold Interest  would  otherwise  exceed 100% each Purchaser
then  holding  any  Investment  shall  have its  Purchase  Interest  reduced  by
multiplying  such Purchase  Interest by a fraction  equal to 100% divided by the
Sold  Interest  otherwise  then in effect,  so that the Sold Interest is thereby
reduced to 100%.

          "Purchase Limit" means $200,000,000.

<PAGE>

          "Purchased   Percentage"  means,  for  any  Put,  for  each  Committed
Purchaser,  its Commitment  Percentage or such lesser percentage as is necessary
to prevent  the  Purchase  Price of such  Purchaser  from  exceeding  its Unused
Commitment.

          "Purchaser Agent" means Blue Ridge Purchaser Agent or any other person
who becomes a party to this Agreement as a "Purchaser Agent."

          "Purchaser  Group"  means,  for each Conduit  Purchaser,  such Conduit
Purchaser, its Related Bank Purchasers, (if any) and its related Liquidity Banks
and Enhancement Banks.

          "Purchaser Reserve Percentage" means, for each Purchaser,  the Reserve
Percentage multiplied by a fraction,  the numerator of which is such Purchaser's
outstanding Investment and the denominator of which it the Aggregate Investment.

          "Purchasers"  means  the  Conduit  Purchasers  and  the  Related  Bank
Purchasers.

          "Put" is defined in Section 2.1(a).

          "Ratable  Share"  means,  for each  Purchaser  Group,  such  Purchaser
Group's  aggregate  Commitments  divided  by the  aggregate  Commitments  of all
Purchaser Groups.

          "Rate Supplement" means, for each Purchaser Group that becomes a party
hereto  after the date  hereof,  a Rate  Supplement  among the  members  of such
Purchaser Group, the Seller and the Agent.

          "Rating Agency" means, for any Conduit Purchaser, Moody's, S&P and any
other rating agency such Conduit  Purchaser chooses to rate its commercial paper
notes.

          "Ratings" means, for any Conduit Purchaser,  the ratings by the Rating
Agencies of such Conduit Purchase of the indebtedness for borrowed money of such
Conduit Purchaser.

          "Receivable"   means  each   obligation  of  an  Obligor  to  pay  for
merchandise  sold or services  rendered by the Originator and transferred to the
Seller pursuant to the Purchase  Agreement and includes the Originator's  rights
to payment of any interest or finance charges and all proceeds of the foregoing.
During any Interim  Liquidation and on and after the Termination  Date, the term
"Receivable"  shall only  include  such  receivables  existing  on the date such
Interim  Liquidation  commenced or  Termination  Date  occurred,  as applicable.
Deemed   Collections  shall  reduce  the  outstanding   balance  of  Receivables
hereunder,  so that any  Receivable  that  has its  outstanding  balance  deemed
collected  shall cease to be a  Receivable  hereunder  after (x) the  Collection
Agent receives payment of such Deemed Collections under Section 1.5(b) or (y) if
such Deemed Collection is received before the Termination Date, an adjustment to
the Sold Interest permitted by Section 1.5(c) is made.

          "Records" means, for any Receivable, all contracts, books, records and
other  documents or information  (including  computer  programs,  tapes,  disks,

<PAGE>

software and related  property and rights)  relating to such  Receivable  or the
related Obligor to the extent it relates to such Receivable.

          "Reinvestment Purchase" is defined in Section 1.1(b).

          "Related Bank Purchasers"  means the Persons listed as such (and their
respective  Purchase  Commitments)  for each  Conduit  Purchaser  as  listed  on
Schedule II hereto.

          "Related  Security"  means  all  of  the  Originator's  rights  in the
merchandise   (including   returned   goods)  and  contracts   relating  to  the
Receivables,  all  security  interests,  guaranties  and  property  securing  or
supporting  payment of the  Receivables,  all  Records  and all  proceeds of the
foregoing.

          "Reserve  Percentage" means,  at any time,  the  quotient  obtained by
dividing (a) the Aggregate Reserve by (b) the Eligible Receivables Balance.

          "Seller" is defined in the first paragraph hereof.

          "Seller Account" means the Seller's  account  designated by the Seller
to the Agent in writing.

          "Settlement  Date" means the 20th day of each  calendar  month,  or if
such day is not a Business Day, the next succeeding Business Day.

          "Significant Subsidiary" refers to such term as defined in each Credit
Agreement,  as such  term may be  amended  from time to time;  provided,  if the
Credit Agreements shall be terminated,  then the term  "Significant  Subsidiary"
shall have the same meaning such term had immediately prior to such termination.

          "Sold Interest" is defined in Section 1.1(a).

          "Special  Limit"  means,  (i) for  National  Rx,  Inc., a wholly owned
subsidiary of Merck-Medco Managed Care, Inc., a wholly owned subsidiary of Merck
& Co., Inc., 15% of the Eligible Receivables Balance,  provided,  however,  that
such Special  Limit shall be  automatically  deemed  revoked (A) at the time, if
any, when Merck & Co., Inc.  ceases to have a short-term  unsecured  senior debt
rating of higher  than "A-2" from S&P and a  short-term  unsecured  senior  debt
rating of higher than "P-2" from Moody's or (B) National Rx, Inc. shall cease at
any time to be,  directly or  indirectly,  a wholly owned  subsidiary of Merck &
Co., Inc., (ii) for Longs Drug Stores Corporation ("Longs"), 10% of the Eligible
Receivables  Balance;  provided,  however,  that  such  Special  Limit  shall be
automatically  deemed  revoked of the time,  if any,  when the sum of Delinquent
Receivables  and  Defaulted  Receivables  to  Longs  exceeds  50% of  the  total
outstanding balance of Receivables to Longs, unless in the case of either (i) or
(ii), the Agent, at the direction of the Instructing Group,  notifies the Seller
of a different limit and (iii) such other "Special Limits" as shall be agreed to
in writing by the  Instructing  Group for other  Obligors  from time to time and
approved by the required Rating Agencies.

<PAGE>

          "S&P" means Standard & Poor's Ratings Group.

          "Subordinated Note" means each revolving promissory note issued by the
Seller to the Originator under the Purchase Agreement.

          "Taxes" means all taxes,  charges,  fees,  levies or other assessments
(including  income,  gross receipts,  profits,  withholding,  excise,  property,
sales,  use,  license,  occupation and franchise taxes and including any related
interest,  penalties or other  additions)  imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

          "Termination  Date"  means  the  earliest  of  (a)  the  Business  Day
designated  by the Seller  with no less than  thirty  (30)  Business  Days prior
notice to the Agent, (b) the occurrence of a Termination  Event and (c) December
11, 2000.

          "Termination  Event"  means the  occurrence  of any one or more of the
following:

               (a) any representation, warranty, certification or statement made
     by  the  Seller  or any  other  Bergen  Entity  in,  or  pursuant  to,  any
     Transaction  Document proves to have been incorrect in any material respect
     when made (including pursuant to Section 7.2); or

               (b) the Collection Agent or any other Bergen Entity fails to make
     any payment or other  transfer of funds  hereunder  when due (including any
     payments under Section 1.5(a)) and such failure remains unremedied for more
     than three Business Days; or

               (c) the  Seller  fails to  observe or  perform  any  covenant  or
     agreement contained in Sections 5.1(g),  5.1(i) or 5.1(j) of this Agreement
     or the  Originator  fails to perform any  covenant or agreement in Sections
     5.1(g), 5.1(h) or 5.1(i) of the Purchase Agreement; or

               (d) the  Seller or the  Collection  Agent (or any  sub-collection
     agent)  fails to observe or perform any other term,  covenant or  agreement
     under any Transaction Document, and such failure remains unremedied for two
     Business Days after written notice from the Agent to the Seller; or

               (e) any Bergen  Entity or any  Significant  Subsidiary  suffers a
     Bankruptcy Event; or

               (f) (i) the  Delinquency  Ratio exceeds  3.75%,  (ii) the Default
     Ratio exceeds 6.75%,  (iii) the average of the Dilution Ratio for any three
     consecutive  calendar  months  exceeds 6.0%,  (iv) the Loss-to  Liquidation
     Ratio at the end of any calendar  month measured for the three month period
     then ending  exceeds 0.5%,  (v) the Turnover Ratio exceeds 20 days, or (vi)
     the Coverage Ratio exceeds 100%; or

               (g)  any  Transaction   Document  fails  to  be  the  enforceable
     obligation of the Seller any Bergen Entity or any Affiliate  party thereto;
     or

<PAGE>

               (h) (i) any Bergen Entity (A) generally does not pay its debts as
     such debts  become due or admits in writing its  inability to pay its debts
     generally or (B) fails to pay any of its indebtedness  (except in aggregate
     principal  amount of less than  $25,000,000)  or  defaults  (subject to any
     applicable  grace  period)  in  the  performance  of any  provision  of any
     agreement under which such indebtedness was created or is governed and such
     default  permits such  indebtedness to be declared due and payable or to be
     required  to be prepaid  before the  scheduled  maturity  thereof or (ii) a
     default  (subject to any applicable grace period) or termination or similar
     event  occurs  under any  agreement  providing  for the sale,  transfer  or
     conveyance  by the  Seller or any  Bergen  Entity  of any of its  financial
     assets;

               (i) the Parent's long-term unsecured, unsubordinated indebtedness
     is rated less than BBB- by S&P (or such rating is withdrawn  or  suspended)
     and less than Baa3 by Moody's (or such rating is withdrawn or suspended);

               (j)  the  Parent  shall  fail  to own and  control,  directly  or
     indirectly,  100% of the  outstanding  voting  stock of the  Seller and the
     Originator;  (k) a Collection Agent  Replacement  Event has occurred and is
     continuing; or

               (l) the  Initial  Collection  Agent  voluntarily  resigns for any
     reason.

Notwithstanding  the  foregoing,  a failure of a  representation  or warranty or
breach of any covenant  described  in clause (a), (c) or (d) above  related to a
Receivable  shall not  constitute  a  Termination  Event if the  Seller has been
deemed to have collected such Receivable  pursuant to Section 1.5(b)  or, before
the   Termination   Date,   has  adjusted  the  Sold  Interest  as  provided  in
Section 1.5(c)   so  that  such  Receivable  is  no  longer   considered  to  be
outstanding.

          "Tranche" means a portion of the Investment of a Conduit  Purchaser or
of the Related Bank Purchasers allocated to a Tranche Period pursuant to Section
1.3. A Tranche  is a (i) CP  Tranche,  (ii)  Eurodollar  Tranche or (iii)  Prime
Tranche  depending whether Discount accrues during its Tranche Period based on a
(i) CP Rate, (ii) Eurodollar Rate, or (iii) Prime Rate.

          "Tranche  Period"  means a period  of days  ending on a  Business  Day
selected  pursuant to Section 1.3,  which (i) for a CP Tranche  shall not exceed
270 days, (ii) for a Eurodollar Tranche shall not exceed 180 days, and (iii) for
a Prime Tranche shall not exceed 30 days.

          Transaction  Documents"  means this Agreement,  each Fee Letter,  each
Pricing Letter,  the Purchase  Agreement,  the  Subordinated  Note and all other
documents,  instruments  and  agreements  executed or  furnished  in  connection
herewith and therewith.

          "Transfer  Agreement" means (i) the Liquidity Asset Purchase Agreement
dated the date hereof among Blue Ridge,  Wachovia Bank, N.A., in its capacity as
the Blue Ridge Purchaser  Agent,  administrative  agent for Blue Ridge, and as a
Liquidity Bank and the other Liquidity Banks from time to time party thereto and

<PAGE>

(ii) with respect to any other Purchaser Group, a transfer agreement,  liquidity
asset purchase agreement or other similar agreement  identified as its "Transfer
Agreement" in the Rate Supplement for such Purchaser Group.

          "Transfer  Supplement"  means an  agreement  among the parties  hereto
pursuant to which an existing Purchaser Group adds a new Purchaser.

          "Turnover  Ratio"  means,  as  of  any  calendar  month,  the  product
(expressed  in  number  of  days)  of (a)  the  quotient  of (i)  the sum of the
outstanding balances of all Receivables as of the first day of each of the three
most recent calendar  months divided by (ii) the sum of Collections  during each
of the same three months and (b) 30.

          "UCC" means, for any state,  the Uniform  Commercial Code as in effect
in such state.

          "Unused  Commitment"  means, for any Committed  Purchaser at any time,
the difference between its Commitment and its Investment then outstanding.

          "USA"  means the United  States of America  (including  all states and
political subdivisions thereof).

          "Wachovia" means Wachovia Bank,  N.A., in its individual  capacity and
not in its capacity as Blue Ridge Purchaser Agent.

          The  foregoing  definitions  shall be equally  applicable  to both the
singular and plural forms of the defined terms.  Unless  otherwise  inconsistent
with the terms of this  Agreement,  all  accounting  terms used herein  shall be
interpreted,  and all  accounting  determinations  hereunder  shall be made,  in
accordance with GAAP.  Amounts to be calculated  hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes.

<PAGE>


                                   Schedule II


                           Related Bank Purchasers and
                 Purchase Commitments of Related Bank Purchasers
                              and Purchaser Groups



                               Name of Related Bank       Commitments of Related
 Conduit Purchaser                Purchaser                  Bank Purchasers

    Blue Ridge                 Wachovia Bank, N.A.            $204,000,000





                           Purchaser Group Commitments

         Purchaser Group                                       Commitment

  Blue Ridge Purchaser Group                                  $204,000,000


<PAGE>


                                    Exhibit A
                                       to
                           Receivables Sale Agreement

                      Form of Incremental Purchase Request

                               ____________, 199_

Wachovia Bank, N.A., as Purchaser
Agent for the Blue Ridge Purchaser Group
191 Peachtree Street, N.E., MC-GA-423
Atlanta, Georgia  30303
Attn:  Elizabeth Wagner

            Re: Receivables Sale Agreement dated as of December 17, 1999
                (the "Sale Agreement"), among Blue Hill, Inc., as Seller,
                Bergen Brunswig Drug Company, as Initial Collection Agent,
                Wachovia Bank, N.A., as Agent, the Purchaser Agents from
                time to time party thereto and the Purchasers thereunder

Ladies and Gentlemen:

          The  undersigned  Seller  under the  above-referenced  Sale  Agreement
hereby confirms it has requested an Incremental  Purchase of $___________ by the
Conduit  Purchasers under the Sale Agreement.  [In the event a Conduit Purchaser
is unable or unwilling to make the requested  Incremental  Purchase,  the Seller
hereby  requests an Incremental  Purchase of  $____________  by the Related Bank
Purchasers  for  such  Conduit   Purchaser  under  the  Sale  Agreement  at  the
[Eurodollar Rate with a Tranche Period of _______ months.] [Prime Rate]].

          Attached hereto as Schedule I is information  relating to the proposed
Incremental  Purchase  required  by the Sale  Agreement.  If on the date of this
Incremental  Purchase Request  ("Notice"),  an Interim Liquidation is in effect,
this  Notice   revokes  our  request  for  such  Interim   Liquidation  so  that
Reinvestment   Purchases   shall   immediately   commence  in  accordance   with
Section 1.1(d) of the Sale Agreement.

          The Seller hereby  certifies  that both before and after giving effect
to [each of] the proposed  Incremental  Purchase[s]  contemplated hereby and the
use of the proceeds  therefrom,  all of the  requirements  of Section 7.2 of the
Sale Agreement have been satisfied.

                                                   Very truly yours,

                                                   Blue Hill, Inc.


                                                   By
                                                   Title________________________

<PAGE>


                                   Schedule I
                                       to
                          Incremental Purchase Requests


               Summary of Information Relating to Proposed Sale(s)

         1.       Dates, Amounts, Purchaser(s), Proposed Tranche Periods
<TABLE>

<S>                                                                                                       <C>
A1       Date of Notice                                                                                   _________

A2       Measurement Date (the last
         Business Day of the month
         immediately preceding the
         month in which the Date of
         Notice occurs)                                                                                   _________

A3       Proposed Purchase Dates             _________         _________          _________               _________
         (each of which is a
         Business Day)

A4       Respective Proposed
         Incremental Purchase on
         each such Purchase Date             $_________        $_________         $_________             $_________
         (each Incremental                        (A4A)            (A4B)              (A4C)             (A4D)
         Purchase must be in a
         minimum amount of
         $1,000,000 and multiples
         thereof, or, if less, an
         amount equal to the
         Maximum Incremental
         Purchase Amount)

A5       Proposed Allocation
         among Purchasers (Pro Rata)
         Conduit Purchasers

                         Name of
                         Related Bank
                         Purchaser           $_________        $_________         $_________             $_________

A6       Used Aggregate
         Commitment Amount
         (after such Incremental Purchases)                                                             $_________

</TABLE>

     Each proposed  Purchase Date must be a Business Day and must occur no later
     than two weeks after the  Measurement  Date set forth above.  The choice of
     Measurement  Date  is a  risk  undertaken  by  the  Seller.  If a  selected
     Measurement  Date is not the applicable  Purchase Date, the Seller's choice
     and  disclosure of such date shall not in any manner  diminish or waive the
     obligation of the Seller to assure the Purchasers that, after giving effect
     to the proposed  Purchase,  the actual Sold Interest as of the date of such
     proposed Purchase does not exceed 100%.

<PAGE>

                                       B-3


                                    Exhibit B
                                       to
                           Receivables Sale Agreement


         Form of Notification of Assignment from an Uncommitted Conduit
               Purchaser to the Applicable Related Bank Purchasers



                                               ______________, 199_



Blue Hill, Inc.
4000 Metropolitan Drive
Orange, California  92868

___________________, as the ____________ Purchaser Agent
_____________________________
_____________________________
_____________________________
Attn:  ________________________

[Insert Name and Address of each
  applicable Related Bank Purchaser]

             Re: Receivables Sale Agreement dated as of December 17, 1999
                 (the "Sale Agreement") among Blue Hill, Inc., as Seller,
                 Bergen Brunswig Drug Company, as Initial Collection Agent,
                 Wachovia Bank, N.A., as Agent, the Purchaser Agents from
                 time to time party thereto and the Purchasers thereunder

Ladies and Gentlemen:

          The Purchaser Agent under the above  referenced Sale Agreement  hereby
notifies  each of you that  _____________  has  notified  such  Purchaser  Agent
pursuant to  Section 2.2  of the Sale  Agreement  that it will purchase from its
Conduit  Purchasers on  _________________  (the "Purchase Date") that portion of
its  Conduit  Purchasers'  Investments  identified  on  Schedule I  hereto  (the
"Assigned Interest").  As further provided in Section 2.2 of the Sale Agreement,
upon payment by  ______________  to its Purchaser Agent of the purchase price of
such Investments  described on Schedule I  hereto,  effective as of the Purchase
Date the assignment by the Conduit  Purchasers to  ____________  of the Assigned
Interest  shall be complete and all payments  thereon  under the Sale  Agreement
shall be made to ______________.

          In  accordance  with  the Sale  Agreement,  each  Conduit  Purchaser's
acceptance  of the portion of the  purchase  price  payable to it  described  on
Schedule I  hereto  constitutes its  representation  and warranty that it is the
legal and beneficial  owner of the portion of the Assigned  Interest  related to
its Purchase  Interest  identified on  Schedule I  free and clear of any Adverse
Claim  created or granted by it and that on the Purchase  Date it is not subject
to a Bankruptcy Event.

                                      Very truly yours,


                                      ________________________, as ___________
                                      Purchaser Agent



                                      By
                                         Name___________________________________
                                         Title__________________________________



                                      By
                                        Name____________________________________
                                        Title___________________________________


<PAGE>

                                   Schedule I
                                       to
                           Notification of Assignment



                           Dated ______________, ____




I.       Amount of Committed Purchaser Investment Assigned:  $________

II.      Information for each Committed Purchaser:

         Purchaser                Purchase Interest            Purchase Price*





III.     Information for Seller:

         Aggregate  amount  of  purchase price in excess of amount of Investment
         assigned:  $___________.



<PAGE>

                                    Exhibit C


                             Form of Periodic Report
  Bergen Brunswig Drug Company/ Blue Hill, Inc.
       Asset Securitization Monthly Report
  Month - Year

<TABLE>
<CAPTION>

Consolidated Receivables Activity                                                        Current Month
                                                                                             in $s
<S>    <C>                                                                            <C>
       1   Beginning Receivables Balance
       2         Plus:   New Receivables (Sales)
       3         Less:  Non-Cash Credits
       4         Less:  Cash Collections
       5         Less:  Charge-offs
                                                                                       ------------------
                                                                                       ------------------
       6   Ending Receivables Balance
       7         Less:  Ineligible Receivables               [See Schedule
                 I]
       8         Less:  Dated Balance
                                                                                       ------------------
                                                                                       ------------------
       9   Eligible Receivables
      10         Less:  Excess Concentrations             [See Schedule III]
                                                                                       ------------------
                                                                                       ==================
      11   Net Receivables Balance (NRB)
                                                                                       ==================
                                                                                       ==================


 Consolidated Receivables Agings [See Schedule II]
                                                                                         Current Month
                                                                                             in $s                  %
      12         Div-Held Notes
      13         Dated Balances Not Due Yet
      14         Current
      15         1-30 Days Past Due
      16         31-60 Days Past Due
      17         > 60 Days Past Due
                                                                                       ------------------    ----------------
                                                                                       ==================    ================
      18         Total
                                                                                       ==================    ================
                                                                                       ==================    ================


Ownership Interest and Reserve Calculations [See Schedule IV]


      19         Loss Reserve
      20         Discount Reserve
      21         Dilution Reserve
                                                                                       ------------------
                                                                                       ------------------
      22         Total Reserves

      23   Maximum Advance [Line 11 - 22]
      24   Actual Aggregate Net Investment (ANI)

<PAGE>

                                                            Required             Ratio for
Covenant Compliance [See Schedule V]                       Covenant Level        Current Month         In Compliance?

      25         Delinquency Ratio                                               less than 3.75%
      26         Default Ratio                                                   less than 6.75%
      27         Loss-to-Liquidation Ratio                                       less than 0.5%
      28         Turnover Ratio                                                  less than 20 days
      29         Dilution Ratio                                                  less than 6.0%
      30         Coverage Ratio                                                  less than 100%
      31         Servicer Senior Unsecured Debt Ratings by S&P and Moodys        above investment grade


</TABLE>



     By signing below,  Bergen Brunswig Drug Company attests to the accuracy and
     completeness  of the stated  information  and  continues to comply with the
     covenants,  representations  and warranties as set forth in the Receivables
     Purchase Agreement dated December 17, 1999.

                                              Bergen Brunswig Drug Company


                                              Signed by: -----------------------
                                              Title:  --------------------------


<PAGE>


                                    Exhibit D


                  Addresses and Names of Seller and Originator

          1.  Locations.  (a) The chief  executive  office of the Seller and the
Originator are located at the following address:

                             4000 Metropolitan Drive
                            Orange, California 92868

No such address was different at any time since January 1, 1999.

          (b) The  following  are all the  locations  where the  Seller  and the
Originator directly or through its agents maintain any Records:

          Same as 1(a) above and the distribution centers listed on Exhibit B to
the Purchase Agreement.

          2. Names.  The following is a list of all names (including trade names
or similar  appellations)  used by the Seller and the  Originator  or any of its
divisions or other business units that generate Receivables:

         Healthcare Purchasing Agency
         Intelligent Drug Information
         Impact Distribution Company


<PAGE>

                                    Exhibit E


                                  Subsidiaries


<PAGE>


                                    Exhibit F


      Lock Boxes, Lock-Box Banks, Depositary Banks and Depositary Accounts



 Lock-Box Bank                    Lock-Box Number              Lock-Box Account

Wells Fargo Bank                   4159268473




                Depositary Bank                               Depositary Account

                  Bank of Hawaii                                   1066293

                    Bank One                                    240420358401

                    Key Bank                                    359681013504

                                                                   800003432

                 Bank of America                                  3751289465

                                                                  3750900240

                                                                  3751449331

                                                                  3751454656

                                                                  3751454669

                                                                  3751454672

                  Wells Fargo Bank                                4375684628

                                                                  4375684636

                                                                  4159665546

                                                                  4375684685

                                                                  4159624865

                                                                  4375684344
<PAGE>

                                                                  4159687425

                                                                  4159660018

                                                                  4159268499

                                                                  4159268481

                   SunTrust Bank                                     2363732

                 National City Bank                                 70170272


<PAGE>


                                   Exhibit G-1


                          To Receivables Sale Agreement


                             Form of Lock Box Letter



[Name of Lock Box Bank]

Ladies and Gentlemen:

          Reference  is  made  to  the  lock-box  numbers   _______________   in
__________  and  the   associated   lock-box   demand  deposit   account  number
____________ maintained with you (such lock-boxes and associated lock-box demand
deposit  account,  collectively,  the  "Accounts"),  each in the name of  Bergen
Brunswig Drug Company ("BBDC"). BBDC hereby confirms it has sold all Receivables
(as defined below) to Blue Hill, Inc. (the "Seller").

          In  connection  with  the  Receivables  Sale  Agreement,  dated  as of
December 17, 1999 (as amended,  supplemented or otherwise  modified from time to
time,  the  "Receivables  Sale  Agreement"),   among  the  Seller,  the  Initial
Collection Agent, Blue Ridge Asset Funding  Corporation,  as a Conduit Purchaser
("Blue  Ridge"),  the other Conduit  Purchasers from time to time party thereto,
the Related Bank Purchasers from time to time party thereto  (collectively,  the
"Purchasers"),  Wachovia Bank, N.A., as administrative  agent for the Purchasers
(the "Agent") and as Blue Ridge Purchaser Agent, the other Purchaser Agents from
time to time party  thereto and the Related  Bank  Purchasers  from time to time
party  thereto,  the Seller  has  assigned  to the Agent for the  benefit of the
Purchasers  an undivided  percentage  interest in the accounts,  chattel  paper,
instruments or general intangibles (collectively, the "Receivables") under which
payments are or may  hereafter be made to the  Accounts,  and has granted to the
Agent for the benefit of the  Purchasers  a security  interest  in its  retained
interest  in such  Receivables.  As is the  customary  practice  in this type of
transaction,  we hereby  request  that you execute  this letter  agreement.  All
references  herein to "we" and "us" refer to BBDC and the  Seller,  jointly  and
severally.  Your  execution  hereof is a condition  precedent  to our  continued
maintenance of the Accounts with you.

          We hereby transfer  exclusive  dominion and control of the Accounts to
the Agent,  subject only to the condition  subsequent  that the Agent shall have
given you notice that a "Collection Agent Replacement Event" has occurred and is
continuing  under the  Receivables  Sale Agreement and of its election to assume
such  dominion and control,  which  notice  shall be in  substantially  the form
attached hereto as Annex A (the "Agent's Notice").

          At all times  prior to the  receipt of the  Agent's  Notice  described
above,  all  payments  to be  made  by you out of,  or in  connection  with  the
Accounts,  are to be made in accordance  with the  instructions of the Seller or
its agent.

<PAGE>

          We hereby  irrevocably  instruct  you, at all times from and after the
date of your  receipt of the  Agent's  Notice as  described  above,  to make all
payments to be made by you out of, or in connection with, the Accounts  directly
to the Agent,  at its  address set forth  below its  signature  hereto or as the
Agent otherwise  notifies you, or otherwise in accordance with the  instructions
of the Agent.

          We also hereby  notify you that,  at all times from and after the date
of your  receipt of the Agent's  Notice as described  above,  the Agent shall be
irrevocably  entitled  to  exercise in our place and stead any and all rights in
connection with the Accounts,  including,  without limitation,  (a) the right to
specify when payments are to be made out of, or in connection with, the Accounts
and (b) the right to require preparation of duplicate monthly bank statements on
the  Accounts  for the Agent's  audit  purposes  and mailing of such  statements
directly to an address  specified by the Agent.  At all times from and after the
date of your receipt of the Agent's Notice, neither we nor any of our affiliates
shall be given any access to the Accounts.

          The  Agent's  Notice  may be  personally  served  or  sent  by  telex,
facsimile or U.S.  mail,  certified  return receipt  requested,  to the address,
telex or  facsimile  number  set  forth  under  your  signature  to this  letter
agreement (or to such other address,  telex or facsimile  number as to which you
shall notify the Agent in writing).  If the Agent's  Notice is given by telex or
facsimile,  it will be deemed to have been received  when the Agent's  Notice is
sent and the  answerback  is  received  (in the case of  telex)  or  receipt  is
confirmed by telephone or other electronic means (in the case of facsimile). All
other notices will be deemed to have been received when actually received or, in
the case of personal delivery, delivered.

          By executing this letter  agreement,  you acknowledge the existence of
the Agent's  right to dominion and control of the Accounts and its  ownership of
and security  interest in the amounts  from time to time on deposit  therein and
agree that from the date hereof the Accounts  shall be maintained by you for the
benefit of, and amounts  from time to time therein held by you as agent for, the
Agent on the terms provided herein.  The Accounts are to be entitled "Blue Hill,
Inc. and Wachovia  Bank,  N.A.,  as Agent for the  Purchasers"  with the subline
"Bergen  Brunswig  Drug  Company".  Except as otherwise  provided in this letter
agreement,  payments to the Accounts are to be processed in accordance  with the
standard  procedures  currently  in  effect.  All  service  charges  and fees in
connection  with the  Accounts  shall  continue  to be  payable  by us under the
arrangements currently in effect.

          By executing  this letter  agreement,  you (a)  irrevocably  waive and
agree not to assert,  claim or endeavor to  exercise,  (b)  irrevocably  bar and
estop yourself from asserting,  claiming or exercising and (c) acknowledge  that
you have not heretofore  received a notice,  writ,  order or other form of legal
process from any other party  asserting,  claiming or  exercising,  any right of
set-off,  banker's  lien or other  purported  form of claim with  respect to the
accounts  or any  funds  from time to time  therein.  Except  for your  right to
payment of your  service  charge and fees and to make  deductions  for  returned
items,  you shall  have no  rights  in the  Accounts  or funds  therein,  except
deductions for service  charges,  fees and returned or misplaced  items.  To the
extent you may ever have any additional rights, you hereby expressly subordinate
all such rights to all rights of the Agent.

<PAGE>

          You may  terminate  this letter  agreement by  canceling  the Accounts
maintained with you, which  cancellation and termination  shall become effective
only upon thirty (30) days prior written notice thereof from you to the Agent in
the  absence  of  fraud  or  abuse.  Incoming  mail  addressed  to the  Accounts
(including,  without  limitation,  any direct  funds  transfer to the  Accounts)
received  after such  cancellation  shall be  forwarded in  accordance  with the
Agent's instructions.  This letter agreement may also be terminated upon written
notice to you by the Agent  stating that the  Receivables  Sale  Agreement is no
longer in effect.  Except as otherwise  provided in this paragraph,  this letter
agreement may not be terminated without the prior written consent of the Agent.

          This  letter  agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof,  and may not be altered,
modified or amended in any respect, nor may any right, power or privilege of any
party  hereunder be waived or released or  discharged,  except upon execution by
you,  us and the  Agent of a  written  instrument  so  providing.  The terms and
conditions of any agreement between us and you (a "Lock-Box Service  Agreement")
(whether  now  existing  or executed  hereafter)  with  respect to the  lock-box
arrangements,  to the extent not inconsistent with this letter  agreement,  will
remain in effect  between  you and us. In the event that any  provision  in this
letter agreement is in conflict with, or inconsistent with, any provision of any
such Lock-Box Service  Agreement,  this letter agreement will exclusively govern
and control.  Each party agrees to take all actions reasonably  requested by any
other party to carry out the  purposes of this letter  agreement  or to preserve
and protect the rights of each party hereunder.

          BBDC  agrees  to  indemnify,  defend  and hold  harmless  you and your
affiliates,  directors,  officers,  employees,  agents,  successors  and assigns
(each,  an  "Indemnitee")  from and  against  any and all  liabilities,  losses,
claims,  damages,  demands,  costs and expenses of every kind (including but not
limited to costs  incurred as a result of items being  deposited  in the Account
and being unpaid for any reason,  reasonable  attorney's fees and the reasonable
charges of your  in-house  counsel)  incurred  or  sustained  by any  Indemnitee
arising out of your  performance of the services  contemplated  by this Lock-Box
Letter, except to the extent such liabilities, losses, claims, damages, demands,
costs and expenses  are the direct  result of your gross  negligence  or willful
misconduct.  The provisions of this paragraph  shall survive the  termination of
this Lock-Box Letter.

          In the event  BBDC  becomes  subject  to a  voluntary  or  involuntary
proceeding  under the United  States  Bankruptcy  Code,  or if you are otherwise
served with legal process  which you in good faith believe  affects funds in the
Account you may suspend disbursements from the Account otherwise required by the
terms hereof until such time as you receive an appropriate  court order or other
assurances  satisfactory to you  establishing  that the funds may continue to be
disbursed according to the instructions contained in this Lock-Box Letter.

          This letter  agreement and the rights and  obligations  of the parties
hereunder will be governed by and construed and  interpreted in accordance  with
the laws of the state of New York. This letter  agreement may be executed in any
number of  counterparts  and all of such  counterparts  taken  together  will be
deemed to constitute one and the same instrument.

<PAGE>

          Please  indicate your agreement to the terms of this letter  agreement
by signing in the space  provided  below.  This  letter  agreement  will  become
effective  immediately  upon execution of a counterpart of this letter agreement
by all parties hereto.

                                            Very truly yours,

                                            Bergen Brunswig Drug Company



                                            By
                                            Title_______________________________



                                            Blue Hill, Inc.



                                            By
                                            Title_______________________________

Accepted and confirmed as of
the date first written above:

By: Wachovia Bank, N.A., as Agent



By___________________________________________________
     Title___________________________________________


Address of notice:

         Wachovia Bank, N.A.
         _____________________
         _____________________
         _____________________
         Attention: _____________________
         Telephone Number: __________________
         Telecopy Number:           __________________

<PAGE>


Acknowledged and agreed to as of the date first written above:


[Name of Bank]



By___________________________________________________
     Title___________________________________________


Address of notice:

_____________________________________________________
_____________________________________________________
_____________________________________________________


<PAGE>

                                                                      Annex A to
                                                                 Lock-Box Letter

[Name of Bank]


         Re:   Blue Hill, Inc.
               Lock Box Numbers ______________
               Lock-Box Account Number ____________

Ladies and Gentlemen:

          Reference is made to the letter agreement dated _________________ (the
"Letter  Agreement")  among Bergen Brunswig Drug Company,  Blue Hill,  Inc., the
undersigned,  as Agent,  and you concerning the  above-described  lock-boxes and
lock-box account (collectively,  the "Accounts"). We hereby give you notice that
a "Collection Agent Replacement  Event" has occurred and is continuing under the
Receivables  Sale  Agreement  (as  defined in the Letter  Agreement)  and of our
assumption  of dominion  and  control of the  Accounts as provided in the Letter
Agreement.

          We hereby instruct you not to permit any other party to have access to
the Accounts and to make all payments to be made by you out of or in  connection
with the Accounts  directly to the  undersigned  upon our  instructions,  at our
address set forth above.

                                               Very truly yours,

                                               Wachovia Bank, N.A.



                                               By
                                               Title____________________________

cc:      Blue Hill, Inc.

<PAGE>

                                   Exhibit G-2


                          to Receivables Sale Agreement


                        Form of Depositary Account Letter



[Name of Depositary Bank]

Ladies and Gentlemen:

          Reference is made to the deposit  account numbers  _______________  in
__________  maintained  with  you  (such  deposit  account   collectively,   the
"Accounts"),  each in the name of Bergen  Brunswig Drug Company  ("BBDC").  BBDC
hereby  confirms it has sold all  Receivables  (as defined  below) to Blue Hill,
Inc. (the "Seller").

          In  connection  with  the  Receivables  Sale  Agreement,  dated  as of
December 17, 1999 (as amended,  supplemented or otherwise  modified from time to
time,  the  "Receivables  Sale  Agreement"),   among  the  Seller,  the  Initial
Collection Agent, Blue Ridge Asset Funding  Corporation,  as a Conduit Purchaser
("Blue  Ridge"),  the other Conduit  Purchasers  from time to time party thereto
(collectively,  the "Purchasers"),  Wachovia Bank N.A., as administrative  agent
for the Purchasers  (the "Agent") and as Blue Ridge Purchaser  Agent,  the other
Purchaser Agents from time to time party thereto and the Related Bank Purchasers
from time to time party  thereto,  the Seller has  assigned to the Agent for the
benefit of the  Purchasers  an undivided  percentage  interest in the  accounts,
chattel  paper,   instruments   or  general   intangibles   (collectively,   the
"Receivables")  under  which  payments  are  or may  hereafter  be  made  to the
Accounts,  and has  granted  to the Agent for the  benefit of the  Purchasers  a
security  interest  in its  retained  interest  in such  Receivables.  As is the
customary  practice  in this type of  transaction,  we hereby  request  that you
execute this letter  agreement.  All references herein to "we" and "us" refer to
BBDC and the Seller, jointly and severally. Your execution hereof is a condition
precedent to our continued maintenance of the Accounts with you.

          We hereby transfer  exclusive  dominion and control of the Accounts to
the Agent,  subject only to the condition  subsequent  that the Agent shall have
given you notice that a "Collection Agent Replacement Event" has occurred and is
continuing  under the  Receivables  Sale Agreement and of its election to assume
such  dominion and control,  which  notice  shall be in  substantially  the form
attached hereto as Annex A (the "Agent's Notice").

          At all times  prior to the  receipt of the  Agent's  Notice  described
above,  all  payments  to be  made  by you out of,  or in  connection  with  the
Accounts,  are to be made in accordance  with the  instructions of the Seller or
its agent.

          We hereby  irrevocably  instruct  you, at all times from and after the
date of your  receipt of the  Agent's  Notice as  described  above,  to make all
payments to be made by you out of, or in connection with, the Accounts  directly
to the Agent,  at its  address set forth  below its  signature  hereto or as the

<PAGE>

Agent otherwise  notifies you, or otherwise in accordance with the  instructions
of the Agent.

          We also hereby  notify you that,  at all times from and after the date
of your  receipt of the Agent's  Notice as described  above,  the Agent shall be
irrevocably  entitled  to  exercise in our place and stead any and all rights in
connection with the Accounts,  including,  without limitation,  (a) the right to
specify when payments are to be made out of, or in connection with, the Accounts
and (b) the right to require preparation of duplicate monthly bank statements on
the  Accounts  for the Agent's  audit  purposes  and mailing of such  statements
directly to an address  specified by the Agent.  At all times from and after the
date of your receipt of the Agent's Notice, neither we nor any of our affiliates
shall be given any access to the Accounts.

          The  Agent's  Notice  may be  personally  served  or  sent  by  telex,
facsimile or U.S.  mail,  certified  return receipt  requested,  to the address,
telex or  facsimile  number  set  forth  under  your  signature  to this  letter
agreement (or to such other address,  telex or facsimile  number as to which you
shall notify the Agent in writing).  If the Agent's  Notice is given by telex or
facsimile,  it will be deemed to have been received  when the Agent's  Notice is
sent and the  answerback  is  received  (in the case of  telex)  or  receipt  is
confirmed by telephone or other electronic means (in the case of facsimile). All
other notices will be deemed to have been received when actually received or, in
the case of personal delivery, delivered.

          By executing this letter  agreement,  you acknowledge the existence of
the Agent's  right to dominion and control of the Accounts and its  ownership of
and security  interest in the amounts  from time to time on deposit  therein and
agree that from the date hereof the Accounts  shall be maintained by you for the
benefit of, and amounts  from time to time therein held by you as agent for, the
Agent on the terms provided herein.  The Accounts are to be entitled "Blue Hill,
Inc. and Wachovia  Bank,  N.A.,  as Agent for the  Purchasers"  with the subline
"Bergen  Brunswig  Drug  Company".  Except as otherwise  provided in this letter
agreement,  payments to the Accounts are to be processed in accordance  with the
standard  procedures  currently  in  effect.  All  service  charges  and fees in
connection  with the  Accounts  shall  continue  to be  payable  by us under the
arrangements currently in effect.

          By executing  this letter  agreement,  you (a)  irrevocably  waive and
agree not to assert,  claim or endeavor to  exercise,  (b)  irrevocably  bar and
estop yourself from asserting,  claiming or exercising and (c) acknowledge  that
you have not heretofore  received a notice,  writ,  order or other form of legal
process from any other party  asserting,  claiming or  exercising,  any right of
set-off,  banker's  lien or other  purported  form of claim with  respect to the
accounts  or any  funds  from time to time  therein.  Except  for your  right to
payment of your  service  charge and fees and to make  deductions  for  returned
items,  you shall  have no  rights  in the  Accounts  or funds  therein,  except
deductions for service  charges,  fees and returned or misplaced  items.  To the
extent you may ever have any additional rights, you hereby expressly subordinate
all such rights to all rights of the Agent.

          You may  terminate  this letter  agreement by  canceling  the Accounts
maintained with you, which  cancellation and termination  shall become effective
only upon thirty (30) days prior written notice thereof from you to the Agent in
the  absence  of  fraud  or  abuse.  Incoming  mail  addressed  to the  Accounts
(including,  without  limitation,  any direct  funds  transfer to the  Accounts)

<PAGE>

received  after such  cancellation  shall be  forwarded in  accordance  with the
Agent's  instructions.  The Agent's  rights under this letter  agreement and the
Accounts may also be terminated with respect to the Agent upon written notice to
you by the Agent  stating that the  Receivables  Sale  Agreement is no longer in
effect,  at which  time,  the Seller  shall be deemed to have  succeeded  to the
Agent's  rights  under this  Agreement.  Except as  otherwise  provided  in this
paragraph, this letter agreement may not be terminated without the prior written
consent of the Agent.

          This  letter  agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof,  and may not be altered,
modified or amended in any respect, nor may any right, power or privilege of any
party  hereunder be waived or released or  discharged,  except upon execution by
you,  us and the  Agent of a  written  instrument  so  providing.  The terms and
conditions of any agreement between us and you (a "Lock-Box Service  Agreement")
(whether  now  existing  or executed  hereafter)  with  respect to the  lock-box
arrangements,  to the extent not inconsistent with this letter  agreement,  will
remain in effect  between  you and us. In the event that any  provision  in this
letter agreement is in conflict with, or inconsistent with, any provision of any
such Lock-Box Service  Agreement,  this letter agreement will exclusively govern
and control.  Each party agrees to take all actions reasonably  requested by any
other party to carry out the  purposes of this letter  agreement  or to preserve
and protect the rights of each party hereunder.

          BBDC  agrees  to  indemnify,  defend  and hold  harmless  you and your
affiliates,  directors,  officers,  employees,  agents,  successors  and assigns
(each,  an  "Indemnitee")  from and  against  any and all  liabilities,  losses,
claims,  damages,  demands,  costs and expenses of every kind (including but not
limited to costs  incurred as a result of items being  deposited  in the Account
and being unpaid for any reason,  reasonable  attorney's fees and the reasonable
charges of your  in-house  counsel)  incurred  or  sustained  by any  Indemnitee
arising out of your  performance of the services  contemplated  by this Lock-Box
Letter, except to the extent such liabilities, losses, claims, damages, demands,
costs and expenses  are the direct  result of your gross  negligence  or willful
misconduct or Seller's gross negligence or willful misconduct. The provisions of
this paragraph shall survive the termination of this Lock-Box Letter.

          Seller  agrees to  indemnify,  defend and hold  harmless  you and your
affiliates,  directors,  officers,  employees,  agents,  successors  and assigns
(each,  an  "Indemnitee")  from and  against  any and all  liabilities,  losses,
claims,  damages,  demands,  costs and expenses of every kind (including but not
limited to costs  incurred as a result of items being  deposited  in the Account
and being unpaid for any reason,  reasonable  attorney's fees and the reasonable
charges of your  in-house  counsel)  incurred  or  sustained  by any  Indemnitee
arising out of your performance of the services  contemplated by this Depositary
Account Letter, except to the extent such liabilities,  losses, claims, damages,
demands,  costs and expenses are the direct  result of your gross  negligence or
willful  misconduct  or BBDC's  gross  negligence  or  willful  misconduct.  The
provisions of this paragraph  shall survive the  termination of this  Depositary
Account Letter.

          In the event  BBDC  becomes  subject  to a  voluntary  or  involuntary
proceeding  under the United  States  Bankruptcy  Code,  or if you are otherwise
served with legal process  which you in good faith believe  affects funds in the
Account you may suspend disbursements from the Account otherwise required by the

<PAGE>

terms hereof until such time as you receive an appropriate  court order or other
assurances  satisfactory to you  establishing  that the funds may continue to be
disbursed according to the instructions contained in this Lock-Box Letter.

          This letter  agreement and the rights and  obligations  of the parties
hereunder will be governed by and construed and  interpreted in accordance  with
the laws of the state of New York. This letter  agreement may be executed in any
number of  counterparts  and all of such  counterparts  taken  together  will be
deemed to constitute one and the same instrument.

          Please  indicate your agreement to the terms of this letter  agreement
by signing in the space  provided  below.  This  letter  agreement  will  become
effective  immediately  upon execution of a counterpart of this letter agreement
by all parties hereto.

                                          Very truly yours,

                                          Bergen Brunswig Drug Company



                                          By
                                          Title_________________________________



                                          Blue Hill, Inc.



                                          By
                                          Title_________________________________

<PAGE>

Accepted and confirmed as of
the date first written above:

By: Wachovia Bank, N.A., as Agent



By___________________________________________________
     Title___________________________________________


Address of notice:

         Wachovia Bank, N.A.
         _____________________
         _____________________
         _____________________
         Attention: _____________________
         Telephone Number: __________________
         Telecopy Number:           __________________


Acknowledged and agreed to as of the date first written above:


[Name of Bank]



By___________________________________________________
     Title___________________________________________


Address of notice:

_____________________________________________________
_____________________________________________________
_____________________________________________________

<PAGE>

                                                                      Annex A to
                                                       Depositary Account Letter

[Name of Bank]


         Re:  Blue Hill, Inc.
              Deposit Account Number ____________

Ladies and Gentlemen:

          Reference is made to the letter agreement dated _________________ (the
"Letter  Agreement")  among Bergen Brunswig Drug Company,  Blue Hill,  Inc., the
undersigned,  as Agent, and you concerning the  above-described  deposit account
(collectively,  the  "Accounts").  We hereby give you notice that a  "Collection
Agent  Replacement  Event" has occurred and is continuing  under the Receivables
Sale  Agreement (as defined in the Letter  Agreement)  and of our  assumption of
dominion and control of the Accounts as provided in the Letter Agreement.

          We hereby instruct you not to permit any other party to have access to
the Accounts and to make all payments to be made by you out of or in  connection
with the Accounts  directly to the  undersigned  upon our  instructions,  at our
address set forth above.

                                                  Very truly yours,

                                                  Wachovia Bank, N.A.



                                                  By
                                                  Title_________________________

cc:      Blue Hill, Inc.


<PAGE>





                                    Exhibit H


                          To Receivables Sale Agreement


                             Compliance Certificate

To:      Wachovia Bank, N.A., as Agent, and
         each Purchaser

          This   Compliance   Certificate  is  furnished   pursuant  to  Section
5.1(a)(iii) of the Receivables Sale Agreement, dated as of December 17, 1999 (as
amended,  supplemented or otherwise  modified through the date hereof, the "Sale
Agreement"),  among Blue Hill, Inc. (the "Seller"), Bergen Brunswig Drug Company
(the "Initial Collection  Agent"),  Blue Ridge Asset Funding  Corporation,  as a
Conduit Purchaser ("Blue Ridge"), the other Conduit Purchasers from time to time
party  thereto,  the Related  Bank  Purchasers  from time to time party  thereto
(collectively,  the "Purchasers"),  Wachovia Bank, N.A., as Blue Ridge Purchaser
Agent and as  administrative  agent for the Purchasers  (in such  capacity,  the
"Agent").  Terms used in this Compliance  Certificate and not otherwise  defined
herein  shall  have  the  respective  meanings  ascribed  thereto  in  the  Sale
Agreement.

          The undersigned  hereby represents,  warrants,  certifies and confirms
that:

          1. The undersigned is a duly elected  Designated  Financial Officer of
the undersigned.

          2. Attached hereto is a copy of the financial  statements described in
Section 5.1(a)(i) or 5.1(a)(ii) of the Sale Agreement.

          3. The undersigned has reviewed the terms of the Transaction Documents
and has made, or caused to be made under his/her supervision,  a detailed review
of the transactions  and the conditions of the Seller and the Originator  during
and at the  end of the  accounting  period  covered  by the  attached  financial
statements.

          4. The examinations  described in paragraph 3 hereof did not disclose,
and the undersigned has no knowledge of, the existence of any condition or event
which  constitutes a Potential  Termination  Event,  during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below.

          5. Based on the  examinations  described  in  paragraph 3 hereof,  the
undersigned  confirms  that the  representations  and  warranties  contained  in
Article IV of the Sale Agreement are true and correct as though made on the date
hereof, except as set forth below.

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          6. The  undersigned  confirms that Year 2000  remediation  efforts are
proceeding as scheduled.

          7. [Indicate  whether an auditor,  regulator or third party consultant
of the  undersigned  has  issued a  management  letter  or  other  communication
regarding Year 2000 exposure, program or progress].

          Described  below are the  exceptions,  if any, to  paragraphs  4 and 5
listing,  in detail,  the nature of the  condition or event,  the period  during
which it has  existed  and the action the  undersigned  has taken,  is taking or
proposes to take with respect to each such condition or event:





          The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this Compliance
Certificate  in  support  hereof,  are  made  and  delivered  this  ____  day of
___________, 199__.

                                        [Name of Seller or Originator]



                                         By
                                            Designated Financial Officer

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                                    Exhibit I


                          Credit and Collection Policy