To Credit Agreement

To Credit Agreement

by Horizon Pharmacies Inc
August 31st, 1998



                                       
                               SECOND AMENDMENT
                             TO CREDIT AGREEMENT


          This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is 
dated as of August 26, 1998 between HORIZON Pharmacies, Inc., a Delaware 
corporation ("BORROWER"), and McKesson Corporation, a Delaware corporation 
("MCKESSON").

                                    RECITALS

          WHEREAS, Borrower and McKesson are parties to that certain Credit 
Agreement dated as of July 2, 1998, as amended by a First Amendment to Credit 
Agreement dated July 20, 1998 (the "CREDIT AGREEMENT").  Capitalized terms 
used herein without definition shall have the same meanings herein as set 
forth in the Credit Agreement.

          WHEREAS, Borrower and McKesson wish to correct the inadvertent 
omission of an agreed term from the Credit Agreement.

          NOW, THEREFORE, in consideration of the promises and the 
agreements, provisions and covenants herein contained, the parties hereto 
agree as follows:

SECTION 1.     AMENDMENTS TO THE CREDIT AGREEMENT

     The following Section 1.8 is hereby added to the Credit Agreement:  

          SECTION 1.8  FACILITY FEE.  Borrower agrees to pay McKesson a 
facility fee in an amount equal to [redacated -- Confidential Treatment]% per 
annum, payable quarterly in arrears, on the average daily amount by which (i) 
$15,000,000 exceeds (ii) the outstanding aggregate principal amount of 
Revolving Loans.

SECTION 2.     CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective as of the first date (the "SECOND 
AMENDMENT DATE") when the Borrower and McKesson shall have delivered to one 
another duly executed counterparts of this Amendment.  When and if this 
Amendment becomes effective, the amendments set forth in Section 1 shall be 
deemed effective as of July 2, 1998.

SECTION 3.     MISCELLANEOUS

          A.  REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER 



LOAN AGREEMENTS.

          (i)   On and after the Second Amendment Date, each reference in the 
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or 
words of like import referring to the Credit Agreement, and each reference in 
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" 
or words of like import referring to the Credit Agreement shall mean and be a 
reference to the Amended Agreement.

          (ii)  Except as specifically amended by this Amendment, the Credit 
Agreement and the other Loan Documents shall remain in full force and effect 
and are hereby ratified and confirmed.

          (iii) The execution, delivery and performance of this Amendment 
shall not, except as expressly provided herein, constitute a waiver of any 
provision of, or operate as a waiver of any right, power or remedy of 
McKesson under, the Credit Agreement or any of the other Loan Documents nor 
to create any course of dealing or otherwise obligate McKesson to forebear or 
execute similar amendments or any waiver in similar circumstances in the 
future.

          B.  HEADINGS.  Section and subsection headings in this Amendment 
are included herein for convenience of reference only and shall not 
constitute a part of this Amendment for any other purpose or be given any 
substantive effect.

          C.  APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL 
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE 
OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          D.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, each of which shall be deemed an original, but all such 
counterparts together shall constitute but one and the same instrument.  Each 
of the parties hereto understands and agrees that this document (and any 
other document required herein) may be delivered by any party thereto either 
in the form of an executed original or an executed original sent by facsimile 
transmission to be followed promptly by mailing of a hard copy original, and 
that receipt by a party of a facsimile transmitted document purportedly 
bearing the signature of the other party shall bind the other party with the 
same force and effect as the delivery of a hard copy original.  Any failure 
by a party to receive the hard copy executed original of such document shall 
not diminish the binding effect of receipt of the facsimile transmitted 
executed original of such document of the other party.



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

                                       HORIZON PHARMACIES, INC.

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


                                       McKESSON CORPORATION


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



                    ACKNOWLEDGMENT AND CONSENT OF GUARANTOR

               The undersigned in its capacity as a guarantor under that 
certain Guaranty dated as of July 2, 1998 made in favor of McKesson hereby 
(i) acknowledges and consents to the execution, delivery and performance by 
Borrower of the foregoing Second Amendment to Credit Agreement (the 
"Amendment"), (ii) acknowledges that the undersigned's consent is being 
sought purely as a protective measure and understands that the terms of the 
Credit Agreement dated as of July 2, 1998 may be amended without prior notice 
to or consent of the undersigned and without discharging or otherwise 
affecting the liability of the undersigned under the Guaranty, and (iii) 
reaffirms that it will continue to be bound by all of the provisions of the 
Guaranty and that such Guaranty will remain in full force and effect 
notwithstanding the execution and delivery by Borrower of the First Amendment 
referred to above.

                                       HORIZON HOME CARE, INC.


                                       By: 
                                           ----------------------------------
                                       Its 
                                           ----------------------------------