Exhibit 10.1





Exhibit 10.1




Execution Version




AMENDMENT NO. 4




Dated as of July 25, 2011




in relation to




SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




Dated as of July 28, 2008




THIS AMENDMENT NO. 4 (this “Amendment”) dated as of July 25, 2011 is entered into by and among
(i) MEDCO HEALTH RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), (ii) MEDCO
HEALTH SOLUTIONS, INC., a Delaware corporation (the “Servicer”), (iii) the “Conduit Purchasers”
identified on the signature pages hereto, (iv) the “Committed Purchasers” identified on the
signature pages hereto, (v) the “Managing Agents” identified on the signature pages hereto, and
(vi) CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).



PRELIMINARY STATEMENTS




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



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



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



SECTION 1. Amendment to Receivables Purchase Agreement. Effective upon the
satisfaction of the conditions specified in Section 3 below, the Receivables Purchase Agreement is
hereby amended as follows:



1.1 Section 2.17 of the Receivables Purchase Agreement is amended to delete the phrase “not
less than three (3) Business Days’ prior written notice” in its entirety and to insert in the place
thereof the phrase “not less than two (2) Business Days’ prior written notice”.


 


 









 





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



“Bad Debts Reserve” means the amount of the reserve established by the Servicer (in
accordance with GAAP and, to the extent consistent with GAAP, in a manner consistent with the
practices of the Originator in effect on the Initial Closing Date and reflected as “Allowance for
Doubtful Items/Bad Debts Reserve” in the Servicer’s accounting general ledger) that the Servicer
has determined to be a collection risk with respect to Receivables (or a portion thereof) that (i)
are unpaid 91 days or more from the original invoice date of such Receivables, (ii) have been
billed but which are unpaid less than 91 days from the original invoice date of such Receivables,
or (iii) have been accrued for but have not yet been billed.



1.3 The definition of “Concentration Limit” appearing in Schedule I of the Receivables
Purchase Agreement is amended and restated in its entirety to read as follows:




“Concentration Limit” means, at any time for any Obligor:




(a) if such Obligor has Short-Term Debt Ratings of A-1 or better from S&P and P-1 from
Moody’s, an amount equal to the product of (i) the Loss Reserve Percentage Floor and (ii)
the Net Receivables Pool Balance at such time;




(b) if such Obligor has Short-Term Debt Ratings of A-2 or better from S&P and P-2 or
better from Moody’s (and clause (a) does not apply), an amount equal to the product of (i)
50%, (ii) the Loss Reserve Percentage Floor and (iii) the Net Receivables Pool Balance at
such time;




(c) if such Obligor has Short-Term Debt Ratings of A-3 or better from S&P and P-3 or
better from Moody’s (and clauses (a) and (b) do not apply), an amount equal to the product
of (i) 331/3%, (ii) the Loss Reserve Percentage Floor and (iii) the
Net Receivables Pool Balance at such time; and




(d) in the case of any other Obligor, 4% of the Net Receivables Pool Balance at such
time (the “Normal Concentration Limit”);



provided, however, that, notwithstanding the foregoing, the Administrative Agent
(acting either on its own initiative or at the direction of any Managing Agent) may at any time
reduce the Concentration Limit of an Obligor described in clause (a), (b) or (c) above to the
Normal Concentration Limit upon not less than three (3) Business Days’ notice to the Servicer. In
the case of an Obligor and its Affiliates, the Concentration Limit shall be calculated as if such
Obligor and such Affiliates were a single Obligor (including the effect of any merger or
consolidation). If an Obligor has a Short-Term Debt Rating from only one of S&P and Moody’s, then
the Concentration Limit shall be determined by reference to such Short-Term Debt Rating. If an
Obligor does not have a Short-Term Debt Rating from either S&P or Moody’s, then the Concentration
Limit for such Obligor will be determined pursuant to clause (d) above.


 


2









 





1.4 The definition of “Deemed Loss Ratio” appearing in Schedule I of the Receivables Purchase
Agreement is amended and restated in its entirety to read as follows:



“Deemed Loss Ratio” means the ratio (expressed as a percentage) computed as of each
Monthly Reporting Date for the Current Calculation Period by dividing (i) the sum of (a) the
aggregate Outstanding Balance of all Receivables as of the end of the Current Calculation
Period that remained unpaid more than 90 days from their original due dates but less than 121
days from their original due dates and (b) (without duplication) the aggregate Outstanding Balance
of all Receivables that were (or which, pursuant to the Credit and Collection Policy, should have
been) written-off during the Current Calculation Period for credit reasons and which were less than
91 days from their original due dates at the time such write-off occurred by (ii) the aggregate
amount of Accruals that arose during the tenth (10th) Calculation Period immediately
prior to the Current Calculation Period.



1.5 The definition of “Default Ratio” appearing in Schedule I of the Receivables Purchase
Agreement is amended and restated in its entirety to read as follows:



“Default Ratio” means the ratio (expressed as a percentage) computed as of each
Monthly Reporting Date for the immediately preceding Calculation Period by dividing (i) the
aggregate Outstanding Balance of all Receivables that were Defaulted Receivables as of the last day
of such Calculation Period (excluding, for the avoidance of doubt, any Defaulted Receivables that
were written off as uncollectible in a prior Calculation Period in accordance with the Credit and
Collection Policy) by (ii) the aggregate Outstanding Balance of all Receivables that have been
billed as of the last day of such Calculation Period.



1.6 The definition of “Defaulted Receivable” appearing in Schedule I of the Receivables
Purchase Agreement is amended and restated in its entirety to read as follows:



“Defaulted Receivable” means a Receivable: (i) which remains unpaid for more than 90
days from the original due date for such Receivable; (ii) as to which an Event of Bankruptcy has
occurred and is continuing with respect to the Obligor thereof; or (iii) which, in accordance with
the Credit and Collection Policy, has been or should be written off as uncollectible.



1.7 The definition of “Dilution Horizon” appearing in Schedule I of the Receivables Purchase
Agreement is amended and restated in its entirety to read as follows:



“Dilution Horizon” means, as of any Monthly Reporting Date and continuing until (but
not including) the next Monthly Reporting Date, a number equal to a fraction, (i) the numerator of
which is the aggregate original Outstanding Balance of all Accruals during the four most recent
Calculation Periods immediately preceding such earlier Monthly Reporting Date and (ii) the
denominator of which the Net Receivables Pool Balance as of the end of the Current Calculation
Period.



1.8 The definition of “Loss Horizon Ratio” appearing in Schedule I of the Receivables Purchase
Agreement is amended and restated in its entirety to read as follows:



“Loss Horizon Ratio” means, as of any Monthly Reporting Date and continuing until (but
not including) the next Monthly Reporting Date, the amount obtained by dividing (i) the aggregate
Accruals which arose during the ten (10) Calculation Periods immediately preceding such earlier
Monthly Reporting Date by (ii) the Net Receivables Pool Balance as of the end of the Current
Calculation Period.


 


3









 





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



“Loss Reserve Percentage” means, on any date, the greatest of (i) the Dynamic Loss
Reserve Ratio, (ii) five times the Normal Concentration Limit and (iii) the Loss Reserve Percentage
Floor.



1.10 The definition of “Scheduled Commitment Termination Date” appearing in Schedule I of the
Receivables Purchase Agreement is amended to change the date set forth therein from “July 25, 2011”
to “July 23, 2012”.



1.11 Clause (d) of the definition of “Termination Date” appearing in Schedule I of the
Receivables Purchase Agreement is amended to change the date set forth therein from “July 25, 2011”
to “July 23, 2012”.



1.12 Schedule I of the Receivables Purchase Agreement is amended to add the following new
defined term in the appropriate alphabetical order:



“Short-Term Debt Rating” for any Person at any time, means the then-current published
rating by S&P or Moody’s of such Person’s short-term senior unsecured non-credit-enhanced debt.



1.13 Schedule II of the Receivable Purchase Agreement is amended and restated in its entirety
as set forth on Exhibit A hereto.




SECTION 2. Covenants, Representations and Warranties.



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



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



SECTION 3. Conditions Precedent. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of (x) copies of this Amendment duly executed
by the Seller, the Servicer, the Administrative Agent, each Managing Agent and each Purchaser and
(y) copies of the Sixth Amended and Restated Fee Letter of even date herewith duly executed by the
Seller, the Managing Agents and the Administrative Agent.


 


4









 





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



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



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



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



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



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



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



******



 


5









 





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



	 	 	 	 	 
	 	MEDCO HEALTH RECEIVABLES, LLC,

as Seller

 	 
	 	By:  	/s/ Peter Gaylord
 	 
	 	 	Name:  	Peter Gaylord	 
	 	 	Title:  	President & Treasurer 	 
	 
	 	MEDCO HEALTH SOLUTIONS, INC.,

as Servicer

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



Signature Page to Amendment No. 4



 


 









 







	 	 	 	 	 
	 	CAFCO, LLC, as a Conduit Purchaser

 	 
	 	By:  	Citibank, N.A., as administrator
 	 
	 	 	 
	 	By:  	            /s/ Kosta Karantzoulis
 	 
	 	 	Name:  	Kosta Karantzoulis 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIBANK, N.A.,

as the Administrative Agent, as a Managing Agent and as a
Committed Purchaser

 	 
	 	By:  	/s/ Kosta Karantzoulis
 	 
	 	 	Name:  	Kosta Karantzoulis 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 4



 


 









 







	 	 	 	 	 
	 	VICTORY RECEIVABLES CORPORATION,

as a Conduit Purchaser

 	 
	 	By:  	/s/ David V. DeAngelis
 	 
	 	 	Name:  	David V. DeAngelis 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Managing Agent

 	 
	 	By:  	/s/ Hideo Tanaka
 	 
	 	 	Name:  	Hideo Tanaka 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Committed Purchaser

 	 
	 	By:  	/s/ B. McNany
 	 
	 	 	Name:  	B. McNany 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 4



 


 









 







	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC, as a Conduit
Purchaser

 	 
	 	By:  	/s/ Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NOVA SCOTIA, as a Committed
Purchaser

 	 
	 	By:  	/s/ Mark Sparrow
 	 
	 	 	Name:  	Mark Sparrow 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 4




 


 









 







Exhibit A 

to 

Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement




[Attached]




 


 









 







SCHEDULE II




PURCHASER GROUPS





Purchaser Group Managing Agent: Citibank, N.A.



			
	 	 	 
	Committed Purchaser: Citibank, N.A.
	 	Commitment: $250,000,000







390 Greenwich Street, 1st Floor

Global Securitized Products

New York, New York 10013

Attention: Linda Moses

Telephone: (212) 723-3723

Telecopy: (914) 899-7903



			
	 	 	 
	Conduit Purchaser: CAFCO, LLC
	 	Conduit Purchase Limit: $250,000,000







390 Greenwich Street, 1st Floor

Global Securitized Products

New York, New York 10013

Attention: Linda Moses

Telephone: (212) 723-3723

Telecopy: (914) 899-7903



Managing Agent: Citibank, N.A.




750 Washington Boulevard, 8th Floor

Global Securitized Products

Stamford, Connecticut 06901

Attention: Robert Kohl

Telephone: (203) 975-6383

Telecopy: (914) 899-7903




with a copy to:




390 Greenwich Street, 1st Floor

Global Securitized Products

New York, New York 10013

Attention: Linda Moses

Telephone: (212) 723-3723

Telecopy: (914) 899-7903



Purchaser Group’s Account:




Citibank, N.A.

ABA # 021-000-089

Account # 4063-6695

Account Name: CAFCO Redemption Account

Attention: Maryjo Gavigan


 


 









 





Purchaser Group Managing Agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch



	 	 	 
	Committed Purchaser: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch

	 	Commitment: $200,000,000







1251 Avenue of the Americas, 12th Floor

New York, New York 10020

Attention: Luna K. Mills

Telephone: (212) 782-6959

Telecopy: (212) 782-6448



	 	 	 
	Conduit Purchaser: Victory Receivables Corporation

	 	Conduit Purchase Limit: $200,000,000







c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
 New York
Branch

1251 Avenue of the Americas, 12th Floor

New York, New York 10020

Attention: Nicolas Mounier

Telephone: (212) 782-5980

Telecopy: (212) 782-6448



Managing Agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch




1251 Avenue of the Americas, 12th Floor

New York, New York 10020

Attention: Nicolas Mounier

Telephone: (212) 782-5980

Telecopy: (212) 782-6448



Purchaser Group’s Account




To: Deutsche Bank Trust Company Americas

ABA No.: 021-001-033

A/C Name: Corporate Trust & Agency Services

A/C No.: 01419647

Ref: Victory Receivables / Medco


 


 









 





	 	 	 
	Purchaser Group Managing Agent: The Bank of Nova Scotia	 	 
	 	 	 
	Committed Purchaser: The Bank of Nova Scotia

	 	Commitment: $150,000,000







Scotia Capital

711 Louisiana, Suite 1400

Houston, Texas 77002

Attention: John Frazell

Telephone: (713) 759-3426

Telecopy: (713) 752-2425

Email: john_frazell@scotiacapital.com




with a copy to:




One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

Telephone: (212) 225-5264

Telecopy: (212) 225-5274



	 	 	 
	Conduit Purchaser: Liberty Street Funding LLC

	 	Conduit Purchase Limit: $150,000,000







Global Securitization Services, LLC

114 West 47th Street, Suite 2310

New York, New York 10036

Attention: Jill A. Russo

Telephone: (212) 295-2742

Telecopy: (212) 302-8767




with copies to:




One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

Telephone: (212) 225-5264

Telecopy: (212) 225-5274





Scotia Capital

711 Louisiana, Suite 1400

Houston, Texas 77002

Attention: John Frazell

Telephone: (713) 759-3426

Telecopy: (713) 752-2425

Email: john_frazell@scotiacapital.com


 


 









 





Managing Agent: The Bank of Nova Scotia




Scotia Capital

711 Louisiana, Suite 1400

Houston, Texas 77002

Attention: John Frazell

Telephone: (713) 759-3426

Telecopy: (713) 752-2425

Email: john_frazell@scotiacapital.com




with copies to:




One Liberty Plaza

New York, New York 10006

Attention: Vilma Pindling

Telephone: (212) 225-5410

Telecopy: (212) 225-6465




One Liberty Plaza

New York, New York 10006

Attention: Judy Bookal

Telephone: (212) 225-5462

Telecopy: (212) 225-5290




One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

Telephone: (212) 225-5264

Telecopy: (212) 225-5274




and




One Liberty Plaza

New York, New York 10006

Attention: William Sun

Telephone: (212) 225-5331

Telecopy: (212) 225-5290



Purchaser Group’s Account:




The Bank of Nova Scotia — New York Agency

ABA#: 026 — 002532

Account: Liberty Street Funding LLC

Acct#: 2158-13



Aggregate Commitment: $600,000,000




Purchase Limit: $600,000,000