EXHIBIT 10(b) AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT



 

 

Exhibit 10(b)







 


Amended and Restated Receivables Sale Agreement


Dated as of February 29, 2000


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 Bank of Nova Scotia, as the 

Liberty Street Purchaser Agent,


General Electric Capital Corporation, as 

the GECC Purchaser Agent


The Related Bank Purchasers

from time to time party hereto,


Blue Ridge Asset Funding Corporation,

as a Conduit Purchaser,


Liberty Street Funding Corp.,

as a Conduit Purchaser,



General Electric Capital Corporation,

as a Conduit Purchaser


and


the other Conduit Purchasers

from time to time party hereto






	
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 Periods for each
Purchaser Group
 .......................................................................
 ........................
	
4

	 	
Section 1.4. 
	
Fees and Other Costs and Expenses
 ...................................................
	
5

	 	
Section 1.5. 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 and Seller Collateral
 ....................
	
7

	 	 	 	 
	
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
 ............................................................................
	
12

	 	
Section 3.6.
	
Collection Agent Fee
 .........................................................................
	
12

	 	
Section 3.7.
	
Responsibilities of the Seller
 ...............................................................
	
13

	 	
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
 .....................
	
18

	 	 	 	 
	
Article V
	
Covenants
 ........................................................................................
	
19

	 	 	 	 
	 	
Section 5.1.
	
Covenants of the Seller
 .....................................................................
	
19

	 	 	 	 
	
Article VI
	
Indemnification
 ................................................................................
	
25

	 	 	 	 
	 	
Section 6.1.
	
Indemnities by the Seller
 ..................................................................
	
25

	 	
Section 6.2.
	
Increased Cost and Reduced Return
 ...............................................
	
26

	 	
Section 6.3.
	
Other Costs and Expenses
 ..............................................................
	
27

	 	
Section 6.4.
	
Withholding Taxes
 ..........................................................................
	
28

	 	
Section 6.5.
	
Payments and Allocations
 ...............................................................
	
28

	 	 	 	 
	
Article VII
	
Conditions Precedent
 .....................................................................
	
29

	 	 	 	 
	 	
Section 7.1.
	
Conditions to Closing
 .....................................................................
	
29

	 	
Section 7.2.
	
Conditions to Each Purchase
 ..........................................................
	
30

	 	 	 	 
	
Article VIII
	
The Agent
 ......................................................................................
	
30

	 	 	 	 
	 	
Section 8.1.
	
Appointment and Authorization
 ......................................................
	
30

	 	
Section 8.2.
	
Delegation of Duties
 ......................................................................
	
31

	 	
Section 8.3.
	
Exculpatory Provisions
 ..................................................................
	
31

	 	
Section 8.4.
	
Reliance by Agent
 .........................................................................
	
32

	 	
Section 8.5.
	
Assumed Payments
 .......................................................................
	
33

	 	
Section 8.6.
	
Notice of Termination Events
 ........................................................
	
33

	 	
Section 8.7.
	
Non-Reliance on Agent, Purchaser Agents and Other Purchasers...
	
33

	 	
Section 8.8.
	
Agent and Affiliates
 .......................................................................
	
34

	 	
Section 8.9.
	
Indemnification
 ..............................................................................
	
34

	 	
Section 8.10.
	
Successor Agent
 ............................................................................
	
34

	 	 	 	 
	
Article IX
	
Miscellaneous
 ...............................................................................
	
34

	 	 	 	 
	 	
Section 9.1.
	
Termination
 ..................................................................................
	
34

	 	
Section 9.2.
	
Notices
 ........................................................................................
	
35

	 	
Section 9.3.
	
Payments and Computations
 .........................................................
	
35

	 	
Section 9.4.
	
Sharing of Recoveries
 ...................................................................

	
36

	 	
Section 9.5.
	
Right of Setoff
 ..............................................................................
	
36

	 	
Section 9.6.
	
Amendments
 ................................................................................
	
36

	 	
Section 9.7.
	
Waivers
 .......................................................................................
	
37

	 	
Section 9.8.
	
Successors and Assigns; Participations; Assignments
 .....................
	
37

	 	
Section 9.9.
	
Intended Tax Characterization
 ......................................................
	
39

	 	
Section 9.10.
	
Confidentiality
 ..............................................................................
	
39

	 	
Section 9.11. 
	
Agreement Not to Petition
 ............................................................
	
40

	 	
Section 9.12.
	
Excess Funds
 ...............................................................................
	
40

	 	
Section 9.13.
	
No Recourse
 ...............................................................................
	
40

	 	
Section 9.14.
	
Headings; Counterparts
 ................................................................
	
40

	 	
Section 9.15.
	
Cumulative Rights and Severability
 ...............................................
	
41

	 	
Section 9.16.
	
Governing Law; Submission to Jurisdiction
 ...................................
	
41

	 	
Section 9.17.
	
WAIVER OF TRIAL BY JURY
 .................................................
	
41

	 	
Section 9.18.
	
Entire Agreement
 .........................................................................
	
41




 

 






 


 


	
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; Capital
Structure of Seller

	
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




 

 





 

 


Amended and Restated 

Receivables Sale Agreement


           
Amended and Restated Receivables Sale Agreement, dated as of February 29, 2000
(this "Agreement"), 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 Bank
of Nova Scotia, as the Liberty Street Purchaser Agent, General Electric Capital
Corporation, as the GECC Purchaser Agent, the Related Bank Purchasers from time to
time party hereto, Blue Ridge Asset Funding Corporation, as a Conduit Purchaser
("Blue Ridge"), Liberty Street Funding Corp., as a Conduit
Purchaser ("Liberty Street"), General Electric Capital
Corporation, as a Conduit Purchaser ("GECC") 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 to amend and restate the Receivables Sale Agreement dated as
of December 17, 1999 by and among the Seller, the Initial Collection Agent, the Agent,
and the Purchasers, as amended, 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 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


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 (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 of such Purchase, which must be in a minimum amount of $500,000
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 shall
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 is requested from a Conduit Purchaser, unless such Conduit
Purchaser or its Purchaser Agent has notified the Agent, in accordance with this
Section 1.1(c), that it has determined, in its sole discretion, not 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 Conduit Purchaser or its Purchaser Agent has
notified the Agent that it 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 such 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.  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.  In addition, Redwood may
cease making Reinvestment Purchases at any time; provided, however, that,
subject to the terms and conditions hereof, GECC shall make all Reinvestment Purchases
that Redwood elects not to make.  In addition, Redwood may assign any of its
outstanding Investment and related Conduit Purchaser Settlement to GECC at any
time and upon such assignment such Investment and related Conduit Purchaser Settlement
shall be part of GECC's Investment and related Conduit Purchaser Settlement for all
purposes hereof.


           
(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 Transaction Documents, the Collections, the Depositary Accounts, and
the Lock-Box Accounts and all proceeds of the foregoing (the "Seller
Collateral").


           
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 providing evidence reasonably satisfactory to the Agent that the conditions
in Section 7.2 are fulfilled.


           
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.  The Investment of the Conduit Purchasers other than
Blue Ridge 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 selected by the Purchaser Agent for such Conduit Purchaser as
provided below.  The Investment of the Conduit Purchasers may accrue Discount at
either the CP Rate, the Eurodollar Rate or the Prime Rate, in all cases as
established for each Tranche Period applicable to such Investment.  During the
pendency of a Termination Event, the applicable Purchaser Agent may reallocate
any oustanding investment of the related Conduit Purchaser to a Prime Tranche.
All Discount accrued during a Tranche Period for such Conduit Purchasers shall be
payable on the related Settlement Date.


           
(c)           
Committed Purchasers.  The 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 selected by the Purchaser Agent for such Committed Purchaser as provided below.
The Investment of the Committed Purchasers may accrue Discount at either the
Eurodollar Rate or the Prime Rate, in all cases as established for such Tranche
Period applicable to such Investment.  During the pendence of a Termination Event,
the applicable Purchaser Agent may reallocate any portion of the 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 related Settlement Date or, for a Eurodollar Tranche
with a Tranche Period of more than three months, 90 days after the commencement, and
on the related Settlement Date.


           
(d)           
The relevant Purchaser Agent shall allocate the Investment of the related Conduit
Purchaser and Committed Purchaser to Tranche Periods in its sole discretion.  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 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 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 no later than the second
Business Day after delivery of the Periodic Report disclosing such imbalance 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 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 or a Receivable designated as an Eligible Receivable in a Periodic Report
does not constitute an Eligible Receivable as of the date of such Periodic Report,
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 and each Purchase 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, the Aggregate Commitment of the GECC
Purchaser Group is at least 103% of the aggregate Investment of the GECC Purchaser
Group 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 and Seller Collateral.  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 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.
At such time as Redwood is a Conduit Purchaser hereunder, Redwood may assign its
interests in the Seller Collateral to one or more members of its Purchaser Group.
\
 


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 a member of the
GECC Purchaser Group (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 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 required by the relevant Transfer Agreement.
If a Conduit Purchaser delivers such notice, each Related Bank Purchaser which is a
party to the Transfer Agreement with the Conduit 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.  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, all
Collections received on such day and such Collections shall be allocated as follows:


           
(i)           
first, ratably to each Purchaser Group in accordance with its Ratable Share
until all 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 in accordance with its Ratable Share
until all Investment of each Purchaser Group under the Transaction Documents has
been paid in full; and


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


           
(iv)           
fourth, to the Agent until all amounts owed under the Transaction Documents to
the Agent (in its capacity as Agent) have been paid in full;


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


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


           
(vii)           
seventh, 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 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 and each Purchaser Agent nor permit any
sub-collection agent to voluntarily resign as a sub-collection agent without 90 days
prior written notice to the Agent and each Purchaser 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 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 or
a Termination 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 or a Termination
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 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)           
If no Termination Event exists, 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).


           
(d)           
Furnishing Information and Inspection of Records.  The Collection Agent 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 Collection Agent will 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 Collection
Agent for the purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Collection Agent's officers, directors, employees or
independent public accountants having knowledge of such  matters.  Once a year
(and at any time during the continuance of a Termination Event) the Agent (at
the request of any Purchaser Agent) may (at the reasonable expense of the Collection
Agent) have an independent public accounting firm conduct an audit of the Records
or make test verifications of the Receivables and Collections.  The Collection Agent
shall deliver any document or instrument necessary for the Agent, as the Agent may
from time to time request, to obtain records from any service bureau or other Person
that maintains records for the Seller or the Collection Agent.


           
Section 3.3.           
Reports.  On or before the Second Business Day preceeding 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 Settlement Period 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 or a Termination 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 or a Termination 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 or a Termination 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, 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 or a Termination 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.  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.


           
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, each Purchaser and each member of a
Purchaser Group 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)           
the imposition of any Lien with respect to any Receivable or the Seller Collateral
as a result of any action taken by the Collection Agent hereunder or under any of the
Transaction Documents;


           
(v)           
any failure of the Collection Agent to perform its duties or obligations in accordance
with the provisions of this Agreement (including without limitation compliance with
the Credit and Collection Policy) 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 include Taxes
on, or measured by, the overall net income of the Agent, any Purchaser Agent, any
Purchaser or any member of a Purchaser Group 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, and the creation of all security interests provided
for herein and therein (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 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,
and all of its other properties and assets free of any Adverse Claim other than the
interests of the Purchasers, and their respective successors and assigns (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 any Bergen Entity, or any of
their respective properties, that 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.
There are no actions, suits or other proceedings (including matters relating to
environmental liability) pending or threatened against or affecting the Seller or
any of its property or involving 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 any Bergen Entity's financial
condition, business, operations or prospects.  Since its formation, there has been no
material adverse change in the Seller's financial condition, business, operations or
prospects or in the ability of the Seller or any other Bergen Entity 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 accordance with, Article V.  None of the Seller's or
Originator's Records locations (including without limitation their respective chief
executive offices and principal places of business) has changed within the past 12
months (or such shorter period as the Seller has been in existence).  Neither the
Seller nor the Originator has been known or used any corporate, fictitious or trade
name other than a name set forth of Exhibit D.  Exhibit D lists the federal
employer identification numbers of the Seller and the Originator.  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.


           
(k)           
Solvency.  Both before and after giving effect to (i) the transactions
contemplated by this Agreement and the other Transaction Documents and (ii) the
payment and accrual of all transaction costs in connection with the foregoing, the
Seller is and will be Solvent.


           
(l)           
Taxes.  The Seller has filed all material tax returns and reports required by
law to have been filed by it and has paid all material taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books.


           
(m)           
ERISA.  During the twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement and prior to the date of any Purchase
hereunder, no steps have been taken by the PBGC to terminate any Pension Plan, and
no contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA.  No condition exists or event or
transaction has occurred with respect to any Pension Plan which might result in the
incurrence by the Originator or any ERISA Affiliate of any material liability, fine
or penalty.  Neither the Originator nor any ERISA Affiliate has any contingent
liability with respect to any post-retirement benefit under a Welfare Plan that
has or course reasonably be expected to have a Material Adverse Effect, other than
liability for continuation coverage described in Part 6 of Title I of ERISA.  The
Seller has not incurred and does not expect to incur any liabilities (except for
premium payments arising in the ordinary course of business) payable to the PBGC
under ERISA.


           
(n)           
Investment Company Act.  The Seller is not an "investment company"
 or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company,"
as such terms are defined in the Investment Company Act.


           
(o)           
Nonconsolidation.  The Seller is operated in such a manner that the separate
corporate existence of the Seller and each Bergen Entity and Affiliate thereof would
not be disregarded in the event of the bankruptcy or insolvency of any Bergen Entity
and Affiliate thereof and, without limiting the generality of the foregoing:


           
(i)           
the Seller has not engaged, and does not presently engage, in any activity other than
those activities expressly permitted under the Seller's organizational documents and
the Transaction Documents, nor has the Seller entered into any agreement other than
this Agreement, the other Transaction Documents to which it is a party and, with the
prior written consent of the Agent, any other agreement necessary to carry out more
effectively the provisions and purposes hereof or thereof;


           
(ii)           
the Seller maintains a business office separate from that of each of the Bergen
Entities and the Affiliates thereof;


           
(iii)           
the financial statements and books and records of the Seller and each Originator reflect
the separate corporate existence of the Seller;


           
(iv)           
except as otherwise expressly permitted hereunder, under the other Transaction
Documents and under the Seller's organizational documents, no Bergen Entity or
Affiliate thereof (A) pays the Seller's expenses, (B) guarantees the
Seller's obligations, or (C) advances funds to the Seller for the payment of expenses
or otherwise; and


           
(v)           
the Seller does not act as agent for any Bergen Entity or Affiliate, but instead
presents itself to the public as a corporation separate from each such Person and
independently engaged in the business of purchasing and financing Receivables.







           
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).


           
(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, as amended, or for any other purpose that might cause any
portion of such proceeds to be considered a "purpose credit" within the
meaning of Regulations T, U or X of the Federal Reserve Board.  The Seller does
not own any equity security of a class which is registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.  


           
(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 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, any
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;


           
(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, award or decree against any
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 Bergen
Entities exceeds $25,000,000 or the entry of a judgment, award or decree against the
Seller; 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 (and at any time
during the continuance of a Termination Event), 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 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 Seller Collateral and proceeds thereof free and clear of any Adverse
Claim (and a perfected ownership interest in the Receivables and Collections).  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 written 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 the
interests of the Agent, the Purchaser Agents and the Purchasers in the Seller
Collateral.





           
(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 Seller Collateral.


           
(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 and separate 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 and each Purchaser Agent has received notice of and has
consented to 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 and each
Purchaser 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 and
each Purchaser Agent and, at the request of the Agent, substitution of a new Lock-Box
Bank, Lock-Box Account, Depositary Bank or Depositary Account reasonably acceptable to
the Agent and the Purchaser Agents therefor.


           
(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 or
any other property or assets of the Seller.


           
(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.


           
(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 without
the prior written consent of the Agent and each Purchaser Agent.


           
(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.


           
(n)           
Sale of Stock and Assets.  The Seller shall not sell, transfer, convey, assign
or otherwise dispose of, or assign any right to receive income in respect of, any of
its properties or other assets any Receivable or contract therefor or any of its rights
with respect to any Lock-Box Account, Depositary Account or any other deposit account
in which any Collections of any Receivable are deposited except as otherwise expressly
permitted by this Agreement or any of the other Transaction Documents.


           
(o)           
Capital Structure and Business.  The Seller shall not (i) transact business, other
than in compliance with its certificate of incorporation and by-laws and in such
corporate and trade names as are set forth on Exhibit D, or (ii) amend
its certificate or articles of incorporation or bylaws.


           
(p)           
Mergers, Subsidiaries, Etc.  The Seller shall not directly or indirectly, by
operation of law or otherwise, (i) form or acquire any Subsidiary, or
(ii) merge with, consolidate with, acquire all or substantially all of the
assets or capital Stock of, or otherwise combine with or acquire, any Person.


           
(q)           
Sale Characterization; Purchase Agreement.  The Seller shall not make statements
or disclosures, prepare any financial statements or in any other respect account for or
treat the transactions contemplated by the Purchase Agreement (including for accounting,
tax and reporting purposes) in any manner other than (i) with respect to each
purchase of each Purchased Receivable effected pursuant to the Purchase Agreement, as
a true sale and absolute assignment of the title to and sole record and beneficial
ownership interest of the Receivables by the Originator to the Seller and (ii) 
with respect to each contribution of Contributed Receivables thereunder, as an increase
in the stated capital of the Seller.


           
(r)           
Indebtedness.  The Seller shall not create, incur, assume or permit to exist any
Debt, except (i) Debt of the Seller to any Indemnified Party or any other Person
expressly permitted by this Agreement or any other Transaction Document, (ii) the
Subordinated Note, (iii) deferred taxes, (iv) unfunded pension fund and other
employee benefit plan obligations and liabilities to the extent they are permitted to
remain unfunded under applicable law, and (v) indorser liability in connection
with the indorsement of negotiable instruments for deposit or collection in the
ordinary course of business.


           
(s)           
Commingling.  The Seller shall not deposit or permit the deposit of any funds
that do not constitute Collections of Receivables into any Depository Account or
Lock-Box Account, except inadvertent deposits of checks from time to time in
immaterial amounts that are readily traceable.


           
(t)           
Restricted Payments by the Seller.  The Seller will not purchase or redeem any
shares of the capital stock of the Seller, declare or pay dividends thereon (other
than stock dividends), or make any distribution to stockholders or set aside any funds
for any such purpose; provided, however, the foregoing shall not prevent the
Seller from paying cash dividends on the Settlement Date, after making any payment
required to be made by the Seller on such Settlement Date in accordance with the
last sentence of Section 2.3 if, after giving effect to such payment, the
Seller's net worth (as determined in accordance with GAAP) would not be less than
3% of the Purchase Limit.


 

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, each Purchaser, and each member
of a Purchaser Group 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;


           
(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 or a Depositary Bank to comply with the terms of the applicable Depositary
Account 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
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 other member of a Purchaser Group,
each Conduit Purchaser or any shareholder, or administrator, of such Conduit Purchaser
for advice relating to such Conduit Purchaser's operation.


           
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 or 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.


 

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.  All fees payable to the Agent, the
Purchaser Agents or any Purchaser shall have been paid on or before such date, and on
or before such date, the Seller, and/or the Collection Agent 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 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 has operations 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 and the other Seller Collateral,
including 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) Lock-Box Letters and Depositary Account Letters for each
Lock-Box Account and each Depositary Account, (iii) a compliance certificate in the
form of Exhibit H covering the period ended January 31, 2000, (iv) a
Periodic Report covering the month of January, 2000 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;


           
(d)           
the representations and warranties of Seller, the Originator and the Collection Agent
contained herein or in any other Transaction Document 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


 

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 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 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 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 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 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 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 or any other Transaction Document 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, 2.1, 2.2, 2.3, 7.2 or 9.6, Article VI,
Section 7.4 of the Purchase Agreement 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.  Furthermore, no amendment
or waiver of clause (e) of the definition of Termination Event or clause (f)(vi) of
the same definition shall be effective unless approved by the applicable Rating
Agencies.


           
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 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 Conduit Purchaser 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 Conduit Purchaser 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 Conduit Purchaser 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
Conduit Purchaser 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.
Each party hereto (including without limitation the Seller) hereby consents to the
assumption by Redwood of the obligations of GECC as Conduit Purchaser hereunder and
the assignment to Redwood by GECC of such of GECC's rights as a Conduit Purchaser
hereunder as shall be determined by GECC and Redwood.  Upon each such assignment of
any portion of a Conduit Purchaser's Purchase Interest and the related Assigned
Conduit Purchaser Settlement, the assignee shall have all of the rights of such
Conduit Purchaser hereunder related to such Purchase Interest and related Assigned
Conduit Purchaser 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 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 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 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.


 

 

 

 






 

 


           
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           

           
Title           
Address:           
191 Peachtree Street, N.E., Mail Stop GA-423


           
            
Atlanta, Georgia  30303


           
            
Attn: Elizabeth K. Wagner, Asset-Backed Finance


Telephone:         
(404) 332-1398



Telecopy:           
(404) 332-5152




Blue Ridge Asset Funding Corporation, as

a Conduit Purchaser

By:           
Wachovia Bank, N.A.,

as attorney-in-fact



BY:


           
Title           


Address:           
c/o Wachovia Bank, N.A.


           
           
191 Peachtree Street, N.E.

           
           
Atlanta, Georgia  30303

           
           
Attn:  Brian Mellone

           
           
Telephone:  (404) 332-4019

           
           
Facsimile:  (404) 332-5152






 

 

 

 





The Bank of Nova Scotia, as the Related Bank Purchaser for Liberty
Street, and as the Liberty Street Purchaser Agent

By:           


           
Title:

           
Address:    
One Liberty Plaza

           
           
     
26th Floor

           
           
     
New York, New York  10006

           
           
     
Attn:  Herman Santiago

           
Telephone:  (212) 225-5070

           
Telecopy:  (212) 225-5274



 


Liberty Street Funding Corp., as a Conduit Purchaser

By:           


           
Title:

           
Address:    
Global Securitization Services, L.L.C.

           
           
     
West 43rd Street, Suite 704

           
           
     
New York, New York  10036

           
           
     
Attn:  Andrew L. Stidd

           
Telephone:  (212) 302-8330

           
Telecopy:  (212) 302-8767












 


General Electric Capital Corporation, as the Related Bank
Purchaser for GECC and as the GECC Purchaser Agent


By:           


           
Title:

           
Address:    
201 High Ridge Road

           
           
     
Stamford, Connecticut  06927

           
           
     
Attn:  Vice President

           
           
     
Portfolio/Bergen Brunswig

           
Telephone: (203) 316-7607

           
Telecopy: (203) 316-7821


 

 


With Copies to:  


           
Address:    
General Electric Capital 

           
           
     
Corporation

           
           
     
3001 Summer Street, 2nd Floor

           
           
     
Stamford, Connecticut  06927

           
Telephone: (203) 961-5488

           
Telecopy: (203) 961-2953

           
Address:    
Address:  Sidley & Austin

           
           
     
555 West Fifth Street

           
           
     
Los Angeles, California  90013

           
           
     
Attn:  Edward D. (Tod) Eddy, 

           
           
           
           
     
III, Esq.

           
Telephone: (213) 896-6619

           
Telecopy: (213) 896-6600

 


General Electric Capital Corporation, as a Conduit Purchaser


By:


Title:












 

 






Blue Hill, Inc.,

           
as Seller

By:

         
Title



Address:           
c/o Bergen Brunswig Corporation

           
           
4000 Metropolitan Drive

           
           
Orange, California  92868

           
           
Attn:


Telephone:           
(714) 385-4263


Telecopy:           
(714) 385-8888




 

 


Bergen Brunswig Drug Company

   as Initial Collection Agent


By:

         
Title



Address:           
c/o Bergen Brunswig Corporation

           
           
4000 Metropolitan Drive

           
           
Orange, California  92868

           
           
Attn:


Telephone:           
(714) 385-4263


Telecopy:           
(714) 385-8888








 

 

 

 






Schedule I

Definitions


 


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


 "Adjusted Dilution Ratio" means, at any time,
the average of the Dilution Ratio for each of the 12 most recently completed calendar
months. 


"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 greater of (a) the sum of the Loss Reserve, Dilution
Reserve and Discount Reserve and (b) the Required Reserve Floor.


"Agreement" is defined in the first paragraph
hereof.


"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.


"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; 


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


     
(e)     
for purposes of the use of the term "Collection Agent Replacement
Event" in the Lock Box Letters and Depository Account Letters only, a
Termination Event has occurred or is continuing.






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


"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 all of the Related
Bank Purchasers.


"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 rating, the equivalent long-term unsecured senior debt rating) currently
assigned to them by S&P and 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+
	
P-1
	
10%

	
A-1
	
P-1
	
8%

	
A-2
	
P-2
	
6%

	
A-3
	
P-3
	
3%

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








If an Obligor has neither a long-term unsecured debt rating nor a
short-term unsecured debt rating by either S&P or Moody's, that Obligor's
Concentration Limit will be 2% of the Eligible Receivables Balance.


"Conduit Purchaser" means each of Blue Ridge,
Liberty Street, GECC (or Redwood) 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.


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


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


"Debt" of any Person shall mean, without
duplication, (a) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services payment for which is deferred 90
days or more, but excluding obligations to trade creditors incurred in the ordinary
course of business that are not overdue by more than 90 days unless being contested
in good faith, (b) all reimbursement and other obligations with respect to
letters of credit, bankers' acceptances and surety bonds, whether or not matured,
(c) all obligations evidenced by notes, bonds, debentures or similar instruments,
(d) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all capital lease obligations,
(f) all obligations of such person under commodity purchase or option agreements or
other commodity price hedging arrangements, in each case whether contingent or matured,
(g) all obligations of such Person under any foreign exchange contract, currency
swap agreement, interest rate swap, cap or collar agreement or other similar agreement
or arrangement designed to alter the risks of that Person arising from fluctuations in
currency values or interest rates, in each case whether contingent or matured, (h) all
liabilities of such Person under Title IV of ERISA, (i) all guaranteed
indebtedness of such Person, and (j) all indebtedness referred to in clauses
 (a) through (i) above secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property or other assets (including accounts and contract rights)
owned by such Person, even though such Person has not assumed or become liable for the
payment of such indebtedness.


"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 balance of
all Defaulted Receivables at the end of the most recently completed calendar month to
(b) the outstanding balance of all Receivables at the end of such calendar month.


"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, which account shall be maintained in the name of the
Seller.


"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 Horizon Ratio" means, as of any date,
an amount calculated by dividing the aggregate sales of the Originator for the most
recent calendar month by the aggregate outstanding balance of the Net Receivables
Balance as of the last day of the most recent calendar month.


"Dilution Ratio" means, as of any date, an amount
(expressed as a percentage) equal to a fraction, (i) the numerator of which is
the aggregate amount of payments owed by the Seller pursuant to the first sentence of
Section 1.5(b) hereof during the previous calendar month, and (ii) the denominator
of which is the amount of sales generated by the Originator during the previous
calendar month.


"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 and (iii) an amount (expressed as a percentage) equal to the product of
(A) the sum of (I) 2 times the Adjusted Dilution Ratio and (II) the Dilution
Volatility Component and (B) the Dilution Horizon Ratio multiplied by (b) the
Net Receivables Balance at such time.


"Dilution Volatility Component" means an amount
(expressed as a percentage) equal to the product of (a) the difference between (i)
the highest three-month rolling average Dilution Ratio over the past 12 months and
(ii) the Adjusted Dilution Ratio and (b) a fraction, the numerator of which is the
highest three-month rolling average Dilution Ratio during the past 12 months and the
denominator of which is the Adjusted Dilution Ratio.


"Discount" means, for any Tranche Period for any
Purchaser Group, (a) the product of (i) the Discount Rate for that Purchaser
Group for such Tranche Period, (ii) the total amount of Investment allocated by the
Purchaser Agent 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.


"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.


"Downgrade Trigger" means the downgrading of the
Parent's long-term unsecured, unsubordinated indebtedness to BB- by S&P or to Ba3
by Moody's.


"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 shall be specified in the
applicable Rate Supplement for that Purchaser or otherwise (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 original 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;


     
(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; 


     
(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;


     
(xi)     
for all Obligors with Special Limits and for each of the ten Obligors with the
largest Outstanding balances of Receivables, not more than 25% of the aggregate
outstanding balance of all Receivables of such Obligor of which are Defaulted
Receivables; and


     
(xii)     
which is purchased by or contributed to the Seller pursuant to the Purchase
Agreement.





"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.


"ERISA" shall mean the Employee Retirement Income
Security Act of 1974 and any regulations promulgated thereunder.


"ERISA Affiliate" shall mean, with respect to the
Originator, any trade or business (whether or not incorporated) that, together with the
Originator, are treated as a single employer within the meaning of Section 414(b),
(c), (m) or (o) of the IRC.


"Eurodollar Rate" means for any Committed Purchaser,
for any Tranche Period for a Eurodollar Tranche, the rate specified in the applicable
Rate Supplement for that Purchaser or otherwise 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.


"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.


"GECC" is defined in the first paragraph hereof.


"GECC Committed Purchasers" means the Related
Bank Purchasers for GECC.


"GECC Conduit Purchaser" means GECC as initial
Conduit Purchaser and its assigns (including without limitation Redwood Receivables
Corporation).


"GECC Purchaser Agent" mean GECC, as agent for
the GECC Purchaser Group.


"GECC Purchaser Group" means the GECC Conduit
Purchaser, the GECC Committed Purchasers and their related Liquidity Banks and
Enhancement Banks.


"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 all Purchaser Agents
representing all of the Purchaser Groups.


"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 and applied by such 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.


"IRC" means the Internal Revenue Code of 1986,
as amended and any regulations promulgated thereunder.


"IRS" means the Internal Revenue Service.


"Liberty Street" is defined in the first paragraph
hereof.


"Liberty Street Committed Purchasers" means the
Related Bank Purchasers for Liberty Street.


"Liberty Street Purchaser Agent" means The Bank
of Nova Scotia.


"Liberty Street Purchaser Group" means Liberty
Street and the Liberty Street Committed Purchasers.


"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.


"Lien" shall mean any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, easement or encumbrance, or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including any lease or
title retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of, or agreement to give, any financing
statement perfecting a security interest under the UCC or comparable law of any
jurisdiction).


"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, which account shall be maintained in the name of
the Seller.


"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-1 (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.


"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 all Conduit Purchasers' Investments 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.


"PBGC" means Pension Benefit Guaranty Corporation.


"Periodic Report" is defined in Section 3.3.


"Pension Plan" shall mean a Plan described in
Section 3(2) of ERISA.


"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.


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


"Plan" shall mean, at any time, an "employee
benefit plan," as defined in Section 3(3) of ERISA, that the Originator or
an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on
behalf of participants who are or were employed by the Originator or ERISA Affiliate.


"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 for any
Purchaser Group, the rate specified in the Rate Supplement for that Purchaser Group or,
if no such rate is specified, 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 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 2.3) 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 $350,000,000.


"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, the Liberty Street Purchaser Agent, the GECC 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, and its related
Liquidity Banks and Enhancement Banks (if any).


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


"Redwood" shall mean Redwood Receivables
Corporation, a Delaware corporation.


"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.


"Required Reserve Floor" means, at any time,
the product of (a) 29% and (b) the Net Receivables Balance at such time.


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


"Retiree Welfare Plan" shall mean, at any time,
a Welfare Plan that provides for continuing coverage or benefits for any participant
or any beneficiary of a participant after such participant's termination of employment,
other than continuation coverage provided pursuant to Section 4980B of the IRC
and at the sole expense of the participant or the beneficiary of the participant.


"Seller" is defined in the first paragraph hereof.


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


"Seller Collateral" is defined in
Section 1.1(e).


"Settlement Date" means (i) the 20th day of each
calendar month or (ii) after a Downgrade Trigger, (A) the fifth day of each calendar
month commencing with the fifth day of the calendar month that occurs at least 5
Business Days after the occurrence of the Downgrade Trigger with respect to the
Settlement Period described in clause (ii) (A) of such definition and (B) the 20th
day of each day of each calendar month with respect to the Settlement Period
described in clause (ii) (B) of such definition; provided that, in any month in
which a Downgrade Trigger does not occur at least 5 Business Days prior to the
fifth day of such calendar month, the Settlement Period shall be a full calendar
month, or, in each case, if such day is not a Business Day, the next
succeeding Business Day.


"Settlement Period" means (i) a calendar month
and (ii) if a Downgrade Trigger has occurred (A) the period from the first day of
each calendar month to the fifteenth day of each calendar month, and (B) the period
from the sixteenth day of each calendar month to the last day of each calendar month.


"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).


"Solvent" shall mean, with respect to any Person
on a particular date, that on such date (a) the fair value of the property of
such Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person; (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured;
(c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (d) such Person is not engaged in a business or transaction, and is
not about to engage in a business or transaction, for which such Person's property
would constitute an unreasonably small capital.  The amount of contingent liabilities
(such as Litigation, guaranties and pension plan liabilities) at any time shall be
computed as the amount that, in light of all the facts and circumstances existing at
the time, represents the amount that can reasonably be expected to become an actual
or matured liability.


"Special Limit" means, (i) for National Rx,
Inc. ("National Rx"), a wholly owned subsidiary of Merck-Medco
Managed Care, Inc., a wholly owned subsidiary of Merck & Co., Inc.
("Merck"), 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 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 shall cease at any time to be, directly or indirectly, a wholly owned subsidiary
of Merck, (ii) for Longs Drug Stores Corporation ("Longs"), 10%
of the Eligible Receivables Balance; provided, however, that such Special
Limit shall be automatically deemed revoked at 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, (iii) for Walgreen Company, 12% of the Eligible Receivables
Balance; provided, however, that such Special Limit shall be deemed
automatically revoked at any time, if any, when Walgreen Company 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, and (iv) 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.  If the Special Limit for National Rx
is revoked as indicated in subsection (i)(A) of this definition, the
Concentration Limit for National Rx will be based on the Merck short-term unsecured
senior debt ratings and the associated Concentration Limits in the table appearing
in such definition.  If the Special Limit for National Rx is revoked as indicated
in subsection (i)(B) of this definition, the Concentration Limit for National
Rx will be based on the short-term unsecured senior debt ratings of National Rx and
the associated Concentration Limits in the table appearing in such definition.  If
the Special Limit for any other Obligor is revoked at any time, such Obligor's
Concentration Limit will be based on its short-term unsecured senior debt rating per
the table appearing in the definition of "Concentration Limit."


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


"Stock" shall mean all shares, options,
warrants, general or limited partnership interests or other equivalents (regardless
of how designated) of or in a corporation, partnership or equivalent entity whether
voting or nonvoting, including common stock, preferred stock or any other "equity
security" (as such term is defined in Rule 3a11-1 of the General Rules and
Regulations promulgated by the Securities and Exchange Commission under the Securities
Exchange Act).


"Stockholders" shall mean, with respect to any
Person, each holder of Stock of such Person.


"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 and each Purchaser Agent, (b) the occurrence of a
Termination Event and (c) January 31, 2001.


"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 is untrue or incorrect in any material respect as of the date when made or
deemed 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 two 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 or more after written notice from the Agent to the Seller; or


     
(e)     
the Seller, any other Bergen Entity or any Significant
Subsidiary suffers a Bankruptcy Event; or


     
(f)     
(i) the Delinquency Ratio exceeds 3.75%,
(ii) (a) the Default Ratio exceeds 8.00% or (b) the average of the
Default Ratio for any three consecutive calendar months 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


     
(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 BB- by S&P (or such rating is withdrawn or
suspended) or less than Ba3 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;






(b)     
a Collection Agent Replacement Event has occurred
and is continuing;


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


     
(m)     
a final judgment or judgments for the payment of money in excess of $25,000,000 in
the aggregate at any time outstanding shall be rendered against any Bergen Entity
or the Collection Agent and the same shall not, within 30 days after the entry thereof,
have been discharged or execution thereof stayed or bonded pending appeal, or shall not
have been discharged prior to the expiration of any such stay;


     
(n)     
a judgment or order for the payment of money shall be rendered against the Seller
and shall have not been vacated or dismissed within 30 days after such judgment or
order is entered;


     
(o)     
any Governmental Authority (including the IRS or the PBGC) shall file notice of Lien
with regard to any assets of the Originator (other than a Lien (i) limited by its
terms to assets other than Receivables and (ii) not materially adversely affecting
the financial condition of the Originator or the Parent's ability to perform as
Collection Agent hereunder);


     
(p)     
any Governmental Authority (including the IRS or the PBGC) shall file notice of a
Lien with regard to any of the assets of the Seller;


     
(q)     
Any of the following events shall occur with respect to any Pension Plan:





     
(i)     
the institution of any steps by the Originator, any of its ERISA Affiliates or any other
Person to terminate a Pension Plan if, as a result of such termination, the Originator or
any ERISA Affiliate could be required to make a contribution to such Pension Plan, or
could reasonably be expected to incur a liability or obligation to such Pension Plan,
in excess of $5,000,000 in the aggregate for all such contributions, liabilities and
obligations; or


     
(ii)     
a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA;






     
(r)     
the Seller shall amend its bylaws or its certificate of incorporation without the
express prior written consent of the Purchasers and the Agent;


     
(s)     
except as otherwise expressly provided herein, the Purchase Agreement or any
Lock-Box Agreement or Depositary Agreement shall have been modified, amended or
terminated without the prior written consent of the Purchasers and the Agent; 


     
(t)     
there shall have occurred any event which materially adversely impairs in the
reasonable judgment of the Agent the ability of the Initial Collection Agent to
originate Receivables of a credit quality which are at least of the credit quality
of the Receivables included in the initial Purchase, or any other event occurs that
is reasonably likely to have a Material Adverse Effect; or


     
(u)     
the Originator shall fail to sell or contribute all of the Receivables to the
Seller or, the Seller shall elect not to purchase all of the Originator's Receivables
that have not been contributed.





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, each Rate Supplement, 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 (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.


"Welfare Plan" means a Plan described in
Section 3(l) of ERISA.


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.  Any reference in this Agreement to
any agreement, document, writing or similar instrument shall be deemed to include a
reference to any permissible amendment, restatement or other modification thereto.


 

 

 

 




 

 


Schedule II


Related Bank Purchasers  and


Purchase Commitments of Related Bank Purchasers


and Purchaser Groups


	





Conduit Purchaser
	


Name of Related 

Bank Purchaser
	
Commitments 

of Related

Bank Purchasers

	Blue Ridge


	Wachovia Bank, N.A.

	
$153,000,000

	Liberty Street


	The Bank of Nova Scotia

	
$102,000,000

	GECC


	General Electric Capital 

  Corporation

	


$103,000,000




 

 



 

Purchaser Group Commitments


	
Purchaser Group
	
Commitment

	
Blue Ridge Purchaser Group
	
$153,000,000

	
Liberty Street Purchaser Group

	
$102,000,000

	
GECC Purchaser Group

	
$103,000,000




 

 

 

 




 

 




Exhibit A

to

Receivables Sale Agreement

Form of Incremental Purchase Request




____________, 200_


	
_______________________, as Purchaser

Agent for the _________ Purchaser Group

__________________________________

__________________________________

Attn: _____________________________



Re: Amended and Restated Receivables Sale
Agreement dated as of February 29, 2000 (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 

 










 

 

 

 




 

 



Schedule I

to

Incremental Purchase Requests



Summary of Information Relating to Proposed Sale(s)
1. Dates, Amounts, Purchaser(s), Proposed Tranche Periods




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)         
$_________


 


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%.





 

 

 



 

 


Exhibit B

to

Receivables Sale Agreement



Form of Notification of Assignment from an Uncommitted Conduit

Purchaser to the Applicable Related Bank Purchasers

______________, 2000


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:     Amended and Restated Receivables
Sale Agreement dated as of February 29, 1999 (the "Sale Agreement")
among Blue Hill, Inc., as Seller,

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 



 







 

 

 



 

 


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:  $___________.




 

 

 



 

 



Exhibit C

Form of Periodic Report


 


	
Consolidated Receivables Activity
	
	
	
	
	
	
Current Month
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
1
	
	
Beginning Receivables Balance
	
	
	
	
	
	
	
 
	
	

	
	
2
	
	
	
Plus:   New Receivables (Sales)
	
	
	
	
	
	
	
	
	

	
	
3
	
	
	
Less:  Cash Collections
	
	
	
	
	
	
	
	
	

	
	
4
	
	
	
Less:  Non-Cash Credits
	
	
	
	
	
	
	
	
	

	
	
5
	
	
	
Less:  Charge-offs
	
	
	
	
	
	
	
	
	
	

	
	
6
	
	
Ending Receivables Balance
	
	
	
	
	
	
	
	
	

	
	
7
	
	
	
Less:  Ineligible Receivables
	
	
	
	
	
	
	
	
	

	
	
8
	
	
	
Less:  Dated Balance
	
	
	
	
	
	
	
	
	

	
	
9
	
	
Eligible Receivables
	
	
	
	
	
	
	
	
	
	

	
	
10
	
	
	
Less:  Excess Concentrations
[See Schedule I]
	
	
	
	
	
	
	

	
	
11
	
	
Net Receivables Balance (NRB)
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
Consolidated Receivables Agings [See Schedule II]

	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
Current Month
	
	
%
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
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
	
	
	
61-90 Days Past Due
	
	
	
	
	
	
	
	
	

	
	
18
	
	
	
> 90 Days Past Due
	
	
	
	
	
	
	
	
	
	

	
	
19
	
	
	
Total
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
Ownership Interest and Reserve Calculations
[See Schedule IV]
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
20
	
	
	
Required Reserve Floor
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
21
	
	
	
Loss Reserve
	
	
	
	
	
	
	
	
	
	

	
	
22
	
	
	
Discount Reserve
	
	
	
	
	
	
	
	
	
	

	
	
23
	
	
	
Dilution Reserve
	
	
	
	
	
	
	
	
	
	

	
	
24
	
	
	
Aggregate Reserve
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
25
	
a.
	
	
Net Receivables Balance - Aggregate Reserve
[Line 11-24]
	
	
	
	
	
	

	
	
25
	
b.
	
	
Program Limit
	
	
	
	
	
	
	
	
	
	

	
	
25
	
c.
	
	
Maximum Advance [Max of 25 a, 25 b]
	
	
	
	
	
	
	
	

	
	
26
	
	
	
Actual Aggregate Net Investment (ANI)
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
Required
	
	
Ratio for 
	
	

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

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
27
	
	
	
Delinquency Ratio
	
	
	
	
	
	
less than 3.75%
	
	
	
	

	
	
28
	
	
	
1 Month Default Ratio
	
	
	
	
	
less than 8.00%
	
	
	
	

	
	
29
	
	
	
3 Month Default Ratio
	
	
	
	
	
less than 6.75%
	
	
	
	

	
	
30
	
	
	
Loss-to-Liquidation Ratio
	
	
	
	
	
less than 0.5%
	
	
	
	

	
	
31
	
	
	
Turnover Ratio
	
	
	
	
	
	
less than 20 days
	
	
	
	

	
	
32
	
	
	
Dilution Ratio
	
	
	
	
	
	
less than 6.0%
	
	
	
	

	
	
33
	
	
	
Coverage Ratio
	
	
	
	
	
	
less than 100%
	
	
	
	

	
	
34
	
	
	
Servicer Senior Unsecured Debt Ratings by S&P and
Moodys
	
	
above BB & Ba2 by S&P/Moody's

	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	

By signing below, Bergen Brunswig 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 Sale Agreement dated 12/17/99.
	
	

	
	
	
	
	
	



Signed by: 

      Title: 













 

 

 



 

 



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 locations listed on Annex I attached to this
Exhibit D.


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


Healthcare Purchasing Agency 

Intelligent Drug Information

Impact Distribution Company




The Seller does not use any other names.


        
3.        
Tax Identification Numbers.  The following are the Tax Identification
Numbers for the Originator and the Seller:


Originator:        
        \95-2574740

Seller:        
        
      
33-0883530





 

 

 



 

 



Annex I



Records Locations




 

 

 



 

 




Exhibit E

Subsidiaries


Choice Medical

BBC Transportation Co.

Bergen Brunswig Realty Services, Inc.

Century Advertising, Inc.

Medical Initiatives, Inc.

Durr-Fillauer Medical, Inc.

The Lash Group, Inc.

Ransdell Surgical, Inc.

Peacock Merger Corp.

K/S Instrument Corp.

LAD Drug Corporation

Los Angeles Drug Corporation

BBC Laboratories

Drug Service, Inc.

The Allen Company

J.M. Blanco, Inc.

Bergen Brunswig Medical Corporation

Bergen Brunswig Drug Company

Durr-Fillauer International, Inc.

Inteplex, Inc.

Bergen Brunswig Specialty Company

Pacific Criticare, Inc.

Sentry Medical Systems, Inc.

Cember, Inc.

Integrated Commercialization Solutions, Inc.

BBC Operating Sub., Inc.

BBC Licensing Sub., Inc.

ASD Specialty Healthcare, Inc.

ASD Hemophilia Management, LLC

ASD Hemophilia Program, LP

OpTX Corporation

MedNet, MPC Corp.

Medi-Mail, Inc.

Medi-Claim, Inc.

Medi-Phar, Inc.

Southwestern Drug Corporation

M.D.P. Properties, Inc.

Home Medical Equipment Health Company

Stadlander Operating Company, LLC

Stadlander Licensing Company, LLC

Stadt Solutions, LLC

Stadlander Drug of California, LP

Blue Hill, Inc.

Green Barn, Inc.



 

 

 



 

 



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

	 	
103927508

	
Wells Fargo Bank
	
4375684628

	 	
4375684636

	 	
4159665546

	 	
4375684685

	 	
4159624865

	 	
4375684644

	 	
4159687425

	 	
4159660018

	 	
4159268499

	 	
4159268481

	
SunTrust Bank
	
2362732

	 	
8800418041

	 	
215201332686

	
National City Bank
	
70170272

	
Bank of Boston
	
13613052

	
Wachovia Bank
	
6267075558

	 	
6267077543

	
Regions Bank
	
200469661

	 	
200469688

	
First Union National Bank
	
2083965006568

	
First America National Bank
	
9100583725




 

 

 



 

 


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 _______________ and
__________ 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.


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.


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.


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:   __________________




 


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

[Name of Bank]

By 

     Title 


Address of notice:



_____________________

_____________________

_____________________




 

 

 



 

 


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.


 

 

 



 

 


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 _______________
and __________ 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 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) 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 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 


 









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:

_____________________

_____________________

_____________________





 

 

 



 

 


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.


 

 

 



 

 


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.


        
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










 

 

 



 

 


Exhibit I

Credit and Collection Policy