364-DAY REVOLVING CREDIT AGREEMENT

Exhibit 10.1

Conformed Version

$800,000,000 364-DAY REVOLVING CREDIT AGREEMENT

dated as of

November 30, 2007

among

MEDCO HEALTH SOLUTIONS, INC.,

as Borrower

THE LENDERS

PARTY HERETO

and

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of November 30, 2007, among MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, the Lenders from time to time party hereto and CITIBANK, N.A., as Administrative Agent.

WITNESSETH:

WHEREAS, the Borrower has requested, and the Lenders are willing to make available to the Borrower, revolving loans described in this Agreement for the purpose of facilitating the Borrower’s repurchase of shares of its capital stock pursuant to its Share Repurchase Program in effect from time to time and for general corporate and working capital purposes (including making acquisitions), upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Administrative Agent ” means Citibank, in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed in accordance with this Agreement.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account, as set forth in Section 9.01 or as the Administrative Agent may from time to time notify to the Borrower and the Lenders in writing.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Lender ” has the meaning assigned to such term in Section 2.12(b).

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Parties ” has the meaning assigned to such term in Section 9.01(c).

“ Agents ” means, collectively, the Administrative Agent and the Syndication Agent.

“ Agreement ” means this Credit Agreement, as the same may at any time be amended, supplemented or otherwise modified in accordance with the terms hereof and in effect.

“ Applicable Commitment Fee Rate ” means, with respect to the Commitments, for any period, the applicable percentage per annum equal to the percentage set forth below determined by reference to the category containing the highest (except as set forth below) of (a) the Credit Rating from S&P, (b) the Credit Rating from Moody’s and (c) the Credit Rating from Fitch, in each case as in effect from time to time during such period:

provided, that:

(a) if the Borrower shall maintain Credit Ratings from each of the three Credit Rating Agencies and such Credit Ratings are all (or any combination of such Credit Ratings are) split among the foregoing categories (i) by no more than a one category differential, then the Applicable Commitment Fee Rate at such time shall be set at the highest of such categories, (ii) by more than a one category differential, and two of the foregoing Credit Ratings are equivalent with the third being lower, then the Applicable Commitment Fee Rate at such time shall be set at the highest of such categories or (iii) by a category differential other than as set forth in either of clauses (i)  or (ii)  above, then the Applicable Commitment Fee Rate shall be one category lower than the highest of such categories;

(b) if the Borrower shall maintain Credit Ratings from (i) only two of the Credit Rating Agencies, then the higher of such two Credit Ratings shall apply unless such Credit Ratings are split by more than a one category differential, in which case the Applicable Commitment Fee Rate shall be one category lower than that corresponding to the higher of the two Credit Ratings, (ii) only one of the Credit Rating Agencies, then that single Credit Rating shall apply or (iii) none of the Credit Rating Agencies, then the Applicable Commitment Fee Rate shall be 0.150%;

(c) if the Credit Ratings established by any Credit Rating Agency shall be changed (other than as a result of a change in the rating system of such Credit Rating Agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(f) or otherwise;

(d) each change in the Applicable Commitment Fee Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; and

(e) if the rating system of any Credit Rating Agency shall change, or if any such Credit Rating Agency (including any successor to its credit rating agency business) shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders

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shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Credit Rating Agency (including any successor to its credit rating agency business) and, pending the effectiveness of any such amendment, the Applicable Commitment Fee Rate shall be determined using the S&P, Moody’s or Fitch Credit Rating, as the case may be, most recently in effect prior to such changed rating system or cessation.

For the purposes of this definition, the highest Credit Ratings from the Credit Rating Agencies shall be category 1 Credit Ratings set forth above, and the lowest Credit Ratings from the Credit Rating Agencies shall be category 5 Credit Ratings set forth above.

“ Applicable Interest Rate Margin ” means, with respect to any Revolving Loans comprising Base Rate Loans or Eurodollar Loans, the applicable percentage per annum equal to the percentage set forth below, determined by reference to the category containing the highest of (a) the Credit Rating from S&P, (b) the Credit Rating from Moody’s and (c) the Credit Rating from Fitch, in each case corresponding to such Base Rate Loan (as in effect on the day such Base Rate Loan is made) or Eurodollar Loan (as in effect on the first day of the corresponding Interest Period):

provided, that:

(a) if the Borrower shall maintain Credit Ratings from each of the three Credit Rating Agencies and such Credit Ratings are all (or any combination of such Credit Ratings are) split among the foregoing categories (i) by no more than a one category differential, then the Applicable Interest Rate Margin at such time shall be set at the highest of such categories, (ii) by more than a one category differential, and two of the foregoing Credit Ratings are equivalent with the third being lower, then the Applicable Interest Rate Margin at such time shall be set at the highest of such categories or (iii) by a category differential other than as set forth in either of clauses (i)  or (ii)  above, then the Applicable Interest Rate Margin shall be one category lower than the highest of such categories;

(b) if the Borrower shall maintain Credit Ratings from (i) only two of the Credit Rating Agencies, then the higher of such two Credit Ratings shall apply unless such Credit Ratings are split by more than a one category differential, in which case the Applicable Interest Rate Margin shall be one category lower than that corresponding to the higher of the two Credit Ratings, (ii) only one of the Credit Rating Agencies, then that single Credit Rating shall apply or (iii) none of the Credit Rating Agencies, then the Applicable Interest Rate Margin shall be 0.00% or 0.85% with respect to any Base Rate Loans or Eurodollar Loans, respectively, at such time;

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(c) if the Credit Ratings established by any Credit Rating Agency shall be changed (other than as a result of a change in the rating system of such Credit Rating Agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(f) or otherwise;

(d) each change in the Applicable Interest Rate Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; and

(e) if the rating system of any Credit Rating Agency shall change, or if any such Credit Rating Agency (including any successor to its credit rating agency business) shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Credit Rating Agency (including any successor to its credit rating agency business) and, pending the effectiveness of any such amendment, the Applicable Interest Rate Margin shall be determined using the S&P, Moody’s or Fitch Credit Rating, as the case may be, most recently in effect prior to such changed rating system or cessation.

For the purposes of this definition, the highest Credit Ratings from the Credit Rating Agencies shall be category 1 Credit Ratings set forth above, and the lowest Credit Ratings from the Credit Rating Agencies shall be category 5 Credit Ratings set forth above.

“ Applicable Percentage ” means, with respect to any Lender’s Commitment, the percentage (expressed as a decimal, carried out to nine (9) decimal places) of the Lenders’ total Commitments represented by such Lender’s Commitment. If the Commitments have respectively terminated or expired, the Applicable Percentages shall be determined based upon the Commitments, respectively, most recently in effect, giving effect to any permitted assignments made pursuant to Section 9.04 .

“ Approved Fund ” means with respect to any Lender, a Fund managed or administered by such Lender, an Affiliate of such Lender or an entity or an Affiliate of an entity that administers or manages such Lender.

“ Arrangers ” means, collectively, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., in their capacities as joint lead arrangers and joint bookrunners.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“ Availability Period ” means from and including the Commitment Effective Date to, but excluding, the earliest of (a) the Maturity Date, (b) the date of termination of the Commitments pursuant to Section 2.07 or 2.09 and (c) the date of termination of the commitment of each Lender to make Revolving Loans pursuant to Article VII .

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“ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank as its “prime rate.” The “prime rate” is a rate set by Citibank based upon various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change. “ Base Rate ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Base Rate.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means Medco Health Solutions, Inc., a Delaware corporation.

“ Borrower Materials ” has the meaning assigned to such term in Section 5.01.

“ Borrowing ” means an advance of Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03 , which, if in writing, shall be in the form of a Committed Loan Notice.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Lease ” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of the Borrower and its Subsidiaries under GAAP.

“ Capital Lease Obligations ” means the obligations of the Borrower or its Subsidiaries to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Management Obligation ” means, any direct or indirect liability, contingent or otherwise, of the Borrower or its Subsidiaries in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer, purchasing card obligations and other cash management arrangements) provided by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

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“ Certificate of Non-Bank Status ” means a certificate substantially in the form of Exhibit B .

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (each within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) not an Affiliate of the Borrower of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower or (b) the occurrence of a “Change of Control” as defined in the Senior Notes Indenture.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b) , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Citibank ” means Citibank, N.A., a national banking association.

“ Closing Date ” means November 30, 2007.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means, as to each Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01 , in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Commitments as of the Commitment Effective Date is $800,000,000.

“Commitment Effective Date ” means January 2, 2008; provided that all the condition is Section 4.01 have been satisfied (or waived).

“ Committed Loan Notice ” means a notice of a Revolving Credit Borrowing which shall be substantially in the form of Exhibit C.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period plus (A) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (1) the aggregate amount of Consolidated Interest Expense for such period, (2) the aggregate provision for federal, state, local or foreign taxes based on income or profits for such period, (3) all amounts attributable to depreciation, amortization (including amortization of goodwill or other intangible assets) or impairment of goodwill or other intangible assets for such period, (4) any extraordinary or non-recurring non-cash charges for such period ( provided , however, that cash expenditures in respect of charges added back pursuant to this clause (4)  shall be deducted in determining Consolidated EBITDA for the period during which such expenditures are made), (5) the aggregate amount of all non-cash compensation charges incurred during such period arising from the grant of or the issuance of stock, stock options or other equity awards, and (6) the aggregate amount of any extraordinary losses (less

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extraordinary gains) plus any loss (less any gains) realized by the Borrower or any of its Subsidiaries in connection with any dispositions that occur during the applicable period and minus (B) any extraordinary or non-recurring non-cash gains for such period.

“ Consolidated Interest Expense ” means, for any period, the amount of interest expense reflected on the consolidated statement of income of the Borrower and its Subsidiaries for such period in conformity with GAAP.

“ Consolidated Net Income ” means, for any period, the amount of net income reflected on the consolidated statement of income of the Borrower and its Subsidiaries for such period in conformity with GAAP.

“ Consolidated Net Worth ” means, at any date, all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of the Borrower and its Subsidiaries under stockholders’ equity at such date.

“ Consolidated Total Debt ” means, as of the date of determination, the aggregate amount of Indebtedness reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date in conformity with GAAP, plus, without duplication, “ synthetic leases ”, letters of credit (but only to the extent drawn and not reimbursed) and the aggregate amount advanced (whether in the form of capital or principal, including any capitalized yield thereon) which is outstanding under the Securitization.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Event ” has the meaning assigned to such term in Section 4.02.

“ Credit Rating ” means the Borrower’s long-term senior unsecured non-credit enhanced debt rating.

“ Credit Rating Agencies ” means each of S&P, Moody’s and Fitch.

“ Debt Issuance ” means the incurrence of Indebtedness by the Borrower or any of its Subsidiaries pursuant to any credit facility or debt securities issued in the commercial bank or capital markets but excluding all Indebtedness incurred pursuant to (i) the Existing Credit Agreement or any credit facility which replaces, refinances or extends the maturity of, the Existing Credit Agreement ( provided that any increase in the principal committed amount (as of the date hereof) of the Existing Credit Agreement shall be a “Debt Issuance” to the extent of any amounts borrowed pursuant to such increase in committed amount), (ii) any bilateral financing lines, (iii) any Securitization and (iv) any issuances of commercial paper or other similar short term borrowings.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Revolving Loans required to be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Eligible Assignee ” means (a) any Lender, (b) an Affiliate or Approved Fund of any Lender, in each case engaged in making, purchasing and holding commercial loans and similar extensions of credit in the ordinary course of its business, (c) any financial institution or other entity, in each case engaged in making, purchasing and holding commercial loans and similar extensions of credit in the ordinary course of its business, (d) any commercial bank, or (e) any other Person (other than a natural Person) acceptable to the Administrative Agent and the Borrower.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests issued by such Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Equity Issuance ” means the issue or sale of any Equity Interests of the Borrower or any of its Subsidiaries to any Person other than (i) to the Borrower or any of its Subsidiaries (as applicable), (ii) pursuant to any employee stock-option plan, employee benefit plan or non-employee director stock plan or pursuant to the exercise of any stock options, restricted stock units, warrants or other equity awards or (iii) pursuant to any stock dividend, stock split or other distribution of stock to existing shareholders without consideration.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

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“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “ reportable event ”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “ accumulated funding deficiency ” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Eurodollar Rate.

“ Eurodollar Rate ” means for any Interest Period with respect to a Eurodollar Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

For purposes of this definition, “ Eurodollar Base Rate ” means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Citibank and with a term equivalent to such Interest Period would be offered by Citibank’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

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“ Eurodollar Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five (5) decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning assigned to such term in Article VII .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income or profits by reason of any connection between, as applicable, the Administrative Agent or such Lender or any other party entitled to receive payment hereunder and the relevant taxing jurisdiction, including, without limitation, a connection arising from such other Person being or having been a citizen, domiciliary, or resident of such jurisdiction, being organized in such jurisdiction, or having or having had a permanent establishment, branch or other fixed place of business therein, but excluding a connection arising solely from such Person having executed, delivered, performed its obligations or received any payment under this Agreement, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b) ), any Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such Tax pursuant to Section 2.15 (d) any Taxes imposed by reason of the Administrative Agent, such Lender or such other party treated as a “conduit” under U.S. Treasury Regulation Section 1.881-3 or applicable successor provision and (e) any Taxes that are attributable to the Administrative Agent’s, such Lender’s or such other party’s failure to deliver the forms required by Section 2.15(e) .

“ Executive Officer ” means the chief executive officer, the chief financial officer, the general counsel, the chief accounting officer, the controller, the treasurer or any other “ officer ” (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended) of the Borrower.

“ Existing Credit Agreement ” means the Credit Agreement, dated as of April 30, 2007, among the Borrower, the lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent, as amended, supplemented or otherwise modified from time to time.

“ Federal Funds Effective Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such day on such transactions as determined by the Administrative Agent.

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“ Financial Officer ” means the chief financial officer, the principal accounting officer, the treasurer and the controller of the Borrower.

“ Fitch ” means Fitch Ratings or any successor rating agency business thereof.

“ Foreign Lender ” means any Lender that is not a “ United States person ” (as such term is defined in Section 7701(a)(3) of the Code).

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural person) that is (or has been formed for the purpose of being) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, or any security for such Indebtedness or other obligation, (b) to purchase or lease property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation; provided , that the term “ Guarantee ” shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” means (i) the Obligations, (ii) all Cash Management Obligations owing to the Administrative Agent, any Lender or any of their respective Affiliates and (iii) all Hedging Obligations owing to one or more Hedging Creditors, in each case to the extent constituting a monetary payment obligation.

“ Guaranteed Parties ” means (i) the Administrative Agent, (ii) each Lender, (iii) each Indemnitee, (iv) the Administrative Agent, each Lender and each of their respective Affiliates in respect of any Cash Management Obligation owing to it, (v) each Hedging Creditor in respect of any Hedging Obligation owing to it and (vi) any other holder of a Guaranteed Obligation.

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“ Guaranty ” means each Guaranty, if any, executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit I , as the same may be amended, supplemented or otherwise modified from time to time.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedging Contract ” means any Swap Agreement designed to alter the risk exposure of the Borrower or any Subsidiary with respect in interest rates, currency values, equity prices or commodity prices.

“ Hedging Creditor ” means the Administrative Agent, any Lender or any of their respective Affiliates from time to time party to one or more Hedging Contracts with the Borrower or any of its Subsidiaries (even if the Administrative Agent or any such Lender for any reason ceases after the execution of such agreement to be a party hereto), and its successors and assigns, and “ Hedging Creditors ” means any two (2) or more of them, collectively.

“ Hedging Obligations ” of any Person means all obligations (including any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding) of such Person in respect of any Hedging Contract, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable, rebates to customers and vendors and other accrued expenses incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; provided , that the amount of any Indebtedness of others that constitutes Indebtedness of such Person solely by reason of this clause (e)  shall, in the event that such Indebtedness is limited recourse to such property (without recourse to such Person), for purposes of this Agreement, not exceed the greater of the book value or the fair market value of such property subject to such Lien, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of the face amount of letters of credit and letters of guarantee, (i) all obligations, contingent or otherwise, of such Person in respect of the face amount of bankers’ acceptances, (j) Off-Balance Sheet Liabilities and (k) all aggregate principal component amounts advanced to such Person and outstanding under any accounts receivable securitization; provided , that Indebtedness shall not

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include deferred tax liabilities, employee and retiree benefit obligations or endorsements for collection or deposit in the ordinary course of business. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03(b).

“ Insurance Subsidiary ” means each Subsidiary of the Borrower that engages primarily in insurance-related activities that are connected with the business of the Borrower or one or more of its Subsidiaries (including in connection with the Medicare Part D prescription drug benefit program) and identified in writing by the Borrower to the Administrative Agent as an “Insurance Subsidiary.”

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06 .

“ Interest Payment Date ” means, (a) as to any Eurodollar Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however , that if any Interest Period for a Eurodollar Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“ Interest Period ” means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one, two, three or six months thereafter, or, to the extent available from each Lender, one week, two weeks, nine months or twelve months thereafter, in all cases as selected by the Borrower in its Committed Loan Notice; provided, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

“ Investment Grade Ratings ” means Credit Ratings of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch).

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“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. The filing of a Uniform Commercial Code financing statement that is a protective lease filing in respect of an operating lease that does not constitute a security interest in the leased property or otherwise give rise to a Lien does not constitute a Lien solely on account of being filed in a public office.

“ Loan ” means any Revolving Loan made to the Borrower pursuant to this Agreement.

“ Loan Documents ” means, collectively, this Agreement, each Revolving Credit Note, the Syndication Letter, the Guaranty and, to the extent expressly designated as a “Loan Document” by the Borrower and the Administrative Agent, each certificate, agreement or document executed by the Borrower or any Subsidiary Guarantor and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“ Loan Parties ” means the Borrower and each Subsidiary Guarantor.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement or any other Loan Document subject to applicable cure and grace periods or (c) the validity and enforceability of this Agreement or any other Loan Document.

“ Material Indebtedness ” means Indebtedness (other than the Loans), or net termination payment obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding (a) for purposes of clause (f)  of Article VII , $100,000,000, and (b) for purposes of clause (g)  of Article VII , $100,000,000. For purposes of determining Material Indebtedness, the “ principal amount ” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means the earliest of (i) November 28, 2008 and (ii) the date of the prepayment in full of the Revolving Loans and termination of the Lenders’ total Commitments; provided, however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds ” means the cash proceeds received by the Borrower for any Debt Issuance or Equity Issuance; net of any underwriting or other discounts, commissions, fees and other costs or expenses associated therewith.

“ Obligations ” means the Loans, and all other amounts, obligations, covenants and duties owing by the Borrower to the Administrative Agent, any Lender, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guarantee, indemnification or otherwise), present or future, arising under this Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument or for the payment of money, including all letter of credit and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement or any other Loan Document.

“ Off-Balance Sheet Liability ” of a Person shall mean (i) any liability under any Sale and Leaseback or any lease leaseback transaction which is not a Capital Lease Obligation and (ii) any liability under any so called “ synthetic lease ” transaction entered into by such Person.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Outstanding Amount ” means, on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Revolving Loans occurring on such date.

“ Participant ” has the meaning set forth in Section 9.04(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(f) Liens imposed by law for taxes, assessments or governmental charges, levies or claims that are not yet delinquent or which are being contested in compliance with clauses (a)  and (b)  of Section 5.04 ;

(g) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens arising by operation of law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with clauses (a)  and (b)  of Section 5.04 ;

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(h) Liens arising, and deposits made, in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(i) Liens incurred or deposits made to secure the performance of bids, tenders, trade contracts, government contracts, leases, statutory obligations, surety, indemnity, release and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(j) judgment Liens in respect of judgments that do not constitute an Event of Default under paragraph (k)  of Article VII ;

(k) any interest or title of a lessor under an operating lease entered into in the ordinary course of business, or any statutory and common law landlord Liens;

(l) Liens arising out of consignment or similar arrangements for sales of goods entered into in the ordinary course of business;

(m) easements, ground leases, zoning restrictions, building codes, rights-of-way, minor defects and irregularity in title and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(n) licenses of patents, trademarks or other intellectual property rights granted by the Borrower or its Subsidiaries in the ordinary course of business;

(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights, in each case incurred in the ordinary course of business;

(p) leases or subleases granted to third persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries and not materially detracting from the value of the property subject to such lease or sublease; and

(q) the replacement, extension or renewal of any Lien permitted hereunder; provided , that such replacement, extension or renewal Lien shall not cover any property other than the property subject thereto prior to such replacement, extension or renewal;

provided , that the term “ Permitted Encumbrances ” shall not include any Lien securing Indebtedness for borrowed money.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

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“ Platform ” has the meaning set forth in Section 5.01 .

“ Public Lender ” has the meaning assigned to such term in Section 5.01.

“ Receivables and Related Assets ” means accounts receivable (including any rebate receivables) and any related underlying contractual rights, and solely to the extent evidencing, constituting or relating to such assets or proceeds thereof, each of the following: instruments, chattel paper, obligations, general intangibles, deposit accounts and other similar assets, including interests in returned merchandise or returned goods, the sale or lease of which give rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections, other related assets and proceeds of all the foregoing.

“ Register ” has the meaning set forth in Section 9.04(c) .

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Request for Borrowing ” means a Committed Loan Notice.

“ Required Lenders ” means, at any time, Lenders having more than 50% in total of the aggregate outstanding amount of the Commitments or, after the Maturity Date, the aggregate Revolving Credit Exposure, then outstanding. A Defaulting Lender shall not be included in the calculation of “ Required Lenders. ”

“ Responsible Officer ” means the chief executive officer, president, or any Financial Officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans.

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Lenders’ Commitments at such time.

“ Revolving Credit Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Revolving Loans made by such Lender, substantially in the form of Exhibit F.

“ Revolving Loans ” has the meaning assigned to such term in Section 2.01 .

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“ Sale and Leaseback ” means any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, to which the Borrower or any of its Subsidiaries, directly or indirectly, becomes or remains liable as lessee or as a guarantor or other surety and which the Borrower has sold or transferred or is to sell or to transfer to any other Person (other than any of its Subsidiaries).

“ S&P ” means Standard & Poor’s or any successor rating agency business thereof.

“ SEC ” means the Securities and Exchange Commission or any successor thereto.

“ Securitization ” means the program under which the Borrower and the Securitization SPV securitize Receivables and Related Assets entered into among the Borrower, the Securitization SPV and the other parties thereto on or before the date hereof, as the same may be amended, supplemented, modified or replaced from time to time in accordance herewith.

“ Securitization Documents ” means the Amended and Restated Receivables Purchase Agreement, dated as of September 22, 2003, by and among the Securitization SPV, as Seller, the Borrower, as Servicer, each Person party thereto as a Conduit Purchaser or Committed Purchaser, Citicorp North America, Inc. and Bank One, NA (Main Office Chicago), as Managing Agents, and Citicorp North America, Inc., as Administrative Agent, as amended on June 15, 2004, and as further amended on June 24, 2004, and as extended on June 25, 2004, the Receivables Purchase and Contribution Agreement, dated as of August 8, 2003, between the Borrower, as Originator and Servicer, and the Securitization SPV, as Buyer, and each other document or agreement entered into pursuant thereto with respect to the Securitization, and as such documents may be amended, supplemented, modified or refinanced from time to time and any replacements thereto.

“ Securitization SPV ” means Medco Health Receivables, LLC, a bankruptcy-remote Subsidiary of the Borrower established pursuant to the Securitization or any other Subsidiary designated as the Securitization SPV for the purposes of the Securitization Documents.

“ Senior Notes Indenture ” means the Indenture, dated as of August 12, 2003, between the Borrower, as issuer, and U.S. Bank Trust National Association, as trustee, with respect to the Borrower’s 7.25% senior notes due August 15, 2013 issued in an aggregate principal amount of $500,000,000.

“ Share Repurchase Program ” means the Borrower’s Share Repurchase Program as described in its filings made with the SEC.

“ Significant Subsidiary ” means, at any time, a Subsidiary that has or represents at least 5% of (a) the consolidated gross revenues of the Borrower and its Subsidiaries for the fiscal year then most recently ended and/or (b) the consolidated assets of the Borrower and its Subsidiaries as of the last day of the fiscal year then most recently ended; provided , that if a combination of Subsidiaries would, on a combined basis, represent at least 5% of either of the foregoing amounts, then each such Subsidiary shall be deemed a “ Significant Subsidiary ” for the purposes hereof.

“ Solvent ” means, with respect to any Person, that as of the date of determination (a) the sum of such Person’s debt (including contingent liabilities) does not exceed all of its property, at a present fair valuation on a going concern basis; (b) the fair saleable value of the

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property on a going concern basis of such Person is not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured; (c) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (d) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Guarantor ” means each Subsidiary that (at the Borrower’s election) becomes a party to the Guaranty pursuant to Section 5.09 .

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided , that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement.

“ Syndication Agent ” means JPMorgan Chase Bank, N.A., in its capacity as Syndication Agent hereunder.

“ Syndication Letter ” means the letter agreement entered into by Borrower with the Administrative Agent and the Arrangers with respect to the payment of fees by the Borrower in connection with the Revolving Credit Facility.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Third-Party Claim ” has the meaning assigned to such term in Section 9.03(b).

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

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“ Transactions ” means the execution, delivery and performance of the Loan Documents by the Loan Parties party thereto, the borrowing of Loans, the use of the proceeds thereof and all other transactions contemplated by the Loan Documents.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Eurodollar Rate or the Base Rate.

“ Unused Commitment Fee ” has the meaning assigned to such term in Section 2.10(a) .

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “ Eurodollar Loan ” or a “ Eurodollar Borrowing ”).

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation ”. The word “ will ” shall be construed to have the same meaning and effect as the word “ shall ”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “ herein ”, “ hereof ” and “ hereunder ”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles , Sections , paragraphs, clauses , Exhibits and Schedules shall be construed to refer to, respectively, Articles, Sections paragraphs and clauses of, and Exhibits and Schedules to, this Agreement and (e) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP .

(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent of the Agreement and/or eliminate the effect of such change.

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(c) Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

SECTION 1.05. Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

SECTION 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

The Credits

SECTION 2.01. Commitments . Subject to the terms and conditions set forth herein, each Lender, severally and not jointly with the other Lenders, agrees to make revolving credit Loans (the “ Revolving Loans ”) to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and re-borrow Revolving Loans.

SECTION 2.02. Loans and Borrowings . (a)  Revolving Loans . Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans from the Lenders ratably in accordance with their respective Commitments.

(b) Subject to Section 2.12 , each Borrowing of Revolving Loans shall be comprised of Base Rate Loans or Eurodollar Loans, or both, as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan in accordance with the terms hereof; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof. At the time that each Base Rate Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that a Base Rate Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Eurodollar Revolving Borrowings outstanding.

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(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a Committed Loan Notice signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(1) the aggregate amount of the requested Borrowing;

(2) the date of such Borrowing, which shall be a Business Day;

(3) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;

(4) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “ Interest Period ”; and

(5) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section , the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Reserved .

SECTION 2.05. Funding of Borrowings . (a) Each Lender shall make each Loan committed to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon (or in the case of Base Rate Loans, by 1:00 p.m.), New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will immediately make any such Revolving Loans available to the Borrower by promptly crediting the aggregate amounts so received from the Lenders, in immediately available funds, to an account of the Borrower pursuant to instructions of the Borrower on file with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request.

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(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon, New York City time, on the day of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a)  of this Section 2.05 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent at the greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender does not pay such corresponding amount with interest thereon upon the Administrative Agent’s demand therefor and the Administrative Agent previously made such amount available to Borrower, the Administrative Agent shall promptly notify Borrower and, if so notified, Borrower shall pay on the day it receives such notification ( provided, however, that it if such day is not a Business Day or the Borrower receives such notification after 2:00 p.m., New York City time, then the Borrower shall pay on the next Business Day) such corresponding amount to the Administrative Agent at the interest rate applicable to the relevant Borrowing for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. No provision of this Section 2.05 shall relieve a Lender which is in default with respect to its obligation to fund its Commitment in accordance with this Section 2.05.

SECTION 2.06. Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert each such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.06 . The Borrower may elect different Type options with respect to different portions of each affected Borrowing, in which case each such portion shall be allocated ratably among the applicable Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.06 , the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request substantially in the form attached as Exhibit E and signed by a Financial Officer.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03 :

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to paragraphs (iii)  and (iv)  below of this Section 2.06(c) shall be specified for each resulting Borrowing);

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(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a Base Rate Borrowing