[EXECUTION COPY
BioScrip, Inc.
100 Clearbrook Road.
Elmsford, New
York 10523
July 8, 2009
Bank of
America, N.A.
100 Federal
Street
MA5-100-07-08
Boston,
Massachusetts 02110
Attention:
Linda E.C. Alto
Re: Cash
Collateral Agreement re Standby Letters of Credit
Ladies and
Gentlemen:
Reference is hereby made to that certain letter
agreement, dated as of the date hereof (as amended and in effect
from time to time, the “ L/C Agreement ”),
between BioScrip, Inc. and Bank of America, N.A. (“ Bank
of America ” or “ you ”), pursuant to
which Bank of America has agreed to issue, amend and renew Standby
Letters of Credit (all such Standby Letters of Credit so issued,
amended or renewed thereunder being hereinafter referred to as the
“ Credits ”) for the account of BioScrip, Inc.
and its subsidiaries (collectively, “ we ” or
“ us ”), in an aggregate face amount at any one
time not to exceed $5,000,000, and all as more particularly set
forth therein. All of our obligations owing by us to you
hereunder or arising under or in respect of the L/C Agreement
(including any L/C Application delivered under and as defined in
the L/C Agreement) or any Credit, whether now existing or hereafter
arising, contingent or otherwise, are hereinafter referred to,
collectively, as the “ Obligations
”. In connection with the Obligations, we hereby
agree, and request your agreement, as follows:
The Cash Collateral
Account. In
accordance with the requirements of the L/C Agreement, as
collateral security for the Obligations, we will from time to time
furnish to you cash sums to be deposited into an interest bearing
account with you entitled “BioScrip, Inc. Loan
Collateral”, Account # 406923 (the “ Cash Collateral
Acc

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