April 17, 2012 SXC Health Solutions Corp. Senior Secured Credit Facilities Commitment Letter

Exhibit 10.1

April 17, 2012

SXC Health Solutions Corp.

Senior Secured Credit Facilities

Commitment Letter

SXC Health Solutions Corp.

2441 Warrenville Road, Suite 610

Lisle, Illinois 60532

Attention: Jeffrey Park, Chief Financial Officer

Ladies and Gentlemen:

SXC Health Solutions Corp. (“you” or the “Parent”) have requested that J.P. Morgan Securities LLC (“JPMorgan” or “we” or “us”) agree to structure, arrange and syndicate senior secured credit facilities in an aggregate amount of $1,800,000,000 (the “Facilities”) and that JPMorgan Chase Bank, N.A. (“JPMCB”) commit to provide the entire principal amount of the Facilities and to serve as administrative agent for the Facilities. You have advised us that (a) you require the Facilities in connection with your proposed acquisition by merger (the “Acquisition”) of all of the capital stock of a company separately identified to us (“TargetCo”) pursuant to a merger agreement to be entered into among you, TargetCo and certain of your respective subsidiaries (the “Merger Agreement”), (b) the cash portion of the consideration to be paid for the Acquisition shall be approximately $1,449,000,000, (c) the sources and uses of cash funds necessary to consummate the Acquisition are as set forth on Annex I to this Commitment Letter and (d) upon consummation of the Acquisition, TargetCo will become a wholly-owned (directly or indirectly) U.S. domiciled subsidiary of the Parent and certain of the existing indebtedness of the Parent, TargetCo and their subsidiaries will be repaid. You may elect immediately following the Acquisition to merge TargetCo into a wholly-owned U.S. domiciled subsidiary of the Parent with such subsidiary continuing as the surviving entity and the successor to all of the assets and obligations of TargetCo.

JPMorgan is pleased to advise you that it is willing to act as lead arranger for the Facilities. Furthermore, JPMCB is pleased to advise you of its commitment to provide the entire amount of the Facilities upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”).

It is agreed that JPMCB will act as the sole and exclusive Administrative Agent, and that JPMorgan will act as Lead Arranger and Bookrunner (in such capacities, the “Lead Arranger”), for the Facilities. You may (with our consent, not to be unreasonably withheld, conditioned or delayed) appoint

additional agents, co-agents, arrangers and bookrunners and award other titles as you determine appropriate; provided that no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree.

JPMorgan intends to syndicate the Facilities to a group of financial institutions (together with JPMCB, the “Lenders”) identified by us in consultation with you, but with your consent (not to be unreasonably withheld, conditioned or delayed) in the case of lenders under the Revolving Credit Facility or Term A Facility referenced on the Term Sheet (it being understood that such syndication is not a condition to JPMCB’s commitment hereunder). JPMorgan intends to commence syndication efforts upon the public announcement by you of the execution of the definitive Merger Agreement, and until the earlier of (a) a “Successful Syndication” (as defined in the Fee Letter) and (b) 90 calendar days following the Closing Date (as defined in the Term Sheet) and otherwise subject to the terms and conditions of this Commitment Letter, you agree actively to use commercially reasonable efforts to assist JPMorgan (and to use your commercially reasonable efforts consistent with the Merger Agreement to cause TargetCo to reasonably cooperate with JPMorgan) as reasonably requested by JPMorgan in completing a syndication reasonably satisfactory to us and you. Such assistance shall include (a) you having initial meetings with Standard & Poor’s Ratings Services and Moody’s Investor’s Services, Inc. within a reasonable time following the public announcement of the Acquisition and obtaining a corporate credit rating from each such rating agency, (b) your using commercially reasonable efforts to (i) ensure that the syndication efforts benefit materially from your and TargetCo’s existing lending relationships, (ii) provide direct contact between senior management and advisors of the Parent and TargetCo and the proposed Lenders and (iii) host, with JPMorgan, of one or more meetings of prospective Lenders at mutually convenient times and locations and (c) as set forth in the next paragraph, your assistance in the preparation of materials to be used in connection with the syndication (collectively with the Term Sheet, the “Information Materials”).

You will assist us in preparing Information Materials, including but not limited to a Confidential Information Memorandum, for distribution to prospective Lenders. If requested, you also will assist us (and will use your commercially reasonable efforts consistent with the Merger Agreement to cause TargetCo to reasonably cooperate with us) in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Parent, TargetCo, their respective affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to any such entity’s securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein. You also acknowledge that JPMorgan Public-Siders consisting of publishing debt analysts may participate in any meeting or telephone conference calls held pursuant to clause (b)(iii) of the immediately previous paragraph to the extent that such meeting is open to any Public-Siders; provided that such analysts shall not publish any information obtained from such meetings or calls (i) until the syndication of the Facilities has been completed upon the making of allocations by JPMorgan and JPMorgan freeing the Facilities to trade or (ii) in violation of any confidentiality agreement between you and JPMorgan or JPMCB or any of their respective affiliates.

The Parent agrees that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Parent advises JPMorgan in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by JPMorgan for prospective Lenders (such as a lender meeting

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invitation, lender allocation, if any, and funding and closing memoranda), (b) notification of changes in the Facilities’ terms and (c) other materials designated by the Parent for all prospective Lenders after the initial distribution of Information Materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

The Parent hereby authorizes JPMorgan to distribute drafts of definitive documentation with respect to the Facilities (other than any such documentation identified by the Parent in writing (including by email) within a reasonable time prior to the intended distribution for distribution solely to Private-Siders) to Private-Siders and Public-Siders.

As the Lead Arranger, JPMorgan will manage, in consultation with you and subject to your consent (not to be unreasonably withheld, conditioned or delayed), all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you in the case of Lenders under the Revolving Credit Facility and the Term A Facility), the allocations of the commitments among the Lenders and, subject to the terms of the Fee Letter, the amount and distribution of fees among the Lenders. In acting as the Lead Arranger, JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties. Additionally, the Parent acknowledges and agrees that, as Lead Arranger, JPMorgan is not advising the Parent as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Parent shall consult with its own advisors concerning such matters as it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and JPMorgan shall have no responsibility or liability to the Parent with respect thereto. Any review by JPMorgan of the Parent, TargetCo, the Acquisition, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMorgan and JPMCB and shall not be on behalf of the Parent.

To assist JPMorgan in its syndication efforts, you agree promptly to prepare and provide to JPMorgan and JPMCB all customary information with respect to the Parent, TargetCo, the Acquisition and the transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and covenant that (a) all written information (other than forward looking statements (including the Projections and information of a general economic or general industry nature)) (the “Information”) that has been or will be made available to JPMCB or JPMorgan by you or any of your representatives, taken as a whole in combination with all other written information so delivered on or prior to any date of determination and all information contained in the Parent’s and TargetCo’s public filings with the Securities and Exchange Commission made at or prior to the time the relevant information is furnished, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us by you and any of your representatives have been or will be prepared in good faith based upon assumptions that you reasonably believe to have been reasonable at the time made and at the time such Projections are made available to the Lead Arranger (it being understood that any such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that such Projections will be realized and that actual results may differ from such Projections and that such differences may be material). You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections without independent verification thereof.

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Prior to and during the syndication of the Facilities for a period ending not later than the date 90 days after the Closing Date, the Parent shall not permit any competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of itself or any of its subsidiaries (it being understood that the foregoing shall not prohibit borrowings under the existing credit facilities of the Parent, TargetCo and their respective subsidiaries).

As consideration for JPMCB’s commitment hereunder and JPMorgan’s agreement to perform the services described herein, you agree to pay to JPMCB the nonrefundable fees set forth in Annex I to the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”).

JPMCB’s commitment hereunder and JPMorgan’s agreement to perform the services described herein are subject to (a) there not having occurred after December 31, 2011 a Combined Company Material Adverse Effect (it being understood that the loss or potential loss of revenues associated with the acquisition of Healthspring, Inc. by Cigna Corporation shall not itself be deemed a Combined Company Material Adverse Effect), (b) JPMorgan having been afforded 45 consecutive calendar days immediately after the public announcement of the execution of the Merger Agreement to syndicate the Facilities and (c) the satisfaction or waiver of the other conditions set forth in Part VIII of the Term Sheet under the heading “Certain Conditions” that are by the terms thereof conditions to the availability of the Facilities on the Closing Date. Notwithstanding anything in this Commitment Letter or the Fee Letter to the contrary, the only conditions to availability of the Facilities on the Closing Date are those set forth in this paragraph and those set forth in Part VIII of the Term Sheet under the heading “Certain Conditions” that are by the terms thereof conditions to the availability of the Facilities on the Closing Date.

“Combined Company Material Adverse Effect” means any event, change, effect, development, state of facts, condition, circumstance or occurrence that is or would be reasonably expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries, taken as a whole, but shall not be deemed to include any event, change, effect, development, state of facts, condition, circumstance or occurrence: (a) in or affecting economic conditions (including changes in interest rates) or the financial or securities markets in the United States or elsewhere in the world, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (b) in or affecting the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate generally, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (c) resulting from or arising out of (i) other than in the case of Sections 3.04, 7.02(a) (insofar as it relates to Section 3.04), 4.04 and 7.03(a) (insofar as it relates to Section 4.04) of the Merger Agreement, the compliance with, or taking any action required by the Merger Agreement, the Financing or the Transactions, (ii) any taking of any action expressly required by the terms of the Merger Agreement (as in effect on the date hereof), (iii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or the Transactions, (iv) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal, in each case after the date of the Merger Agreement, of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (v) any changes in GAAP or accounting standards or interpretations thereof, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the

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industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (vi) any outbreak or escalation of hostilities or acts of war or terrorism, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (vii) any change in the share price or trading volume of the shares of the Company Common Stock or the Parent Common Stock, in the Parent’s or the Company’s credit rating or in any analyst’s recommendations, in each case in and of itself, or the failure of the Parent and the Company to meet projections or forecasts (including any analyst’s projections), in and of itself (provided in each case that the event, change, effect, development, condition, circumstance or occurrence underlying such change or failure shall not be excluded, and may be taken into account, in determining whether there is or would reasonably be expected to be a Combined Company Material Adverse Effect), or (viii) other than for purposes of Sections 3.04, 7.02(a) (insofar as it relates to Section 3.04), 4.04 and 7.03(a) (insofar as it relates to Section 4.04) of the Merger Agreement, the announcement of the execution of the Merger Agreement (including the threatened or actual impact on relationships with customers, vendors, suppliers, distributors, landlords or employees (including the threatened or actual loss, termination, suspension, modification or reduction of, or adverse change in, such relationships) but only, in each case, to the extent caused by the announcement of the execution of the Merger Agreement, or (d) that is (i) disclosed in the Company SEC Documents (as defined in the Merger Agreement as in effect on the date hereof) filed with the Securities and Exchange Commission prior to the date hereof (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risk included in any “forward-looking statements” disclaimer, any other disclosure of risks or any other statements that are predictive or forward-looking in nature), (ii) disclosed in the Company Disclosure Letter (as defined in the Merger Agreement as in effect on the date hereof), (iii) disclosed in the Parent SEC Documents (as defined in the Merger Agreement as in effect on the date hereof) filed with the Securities and Exchange Commission prior to the date hereof (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risk included in any “forward-looking statements” disclaimer, any other disclosure of risks or any other statements that are predictive or forward-looking in nature) or (iv) disclosed in the Parent Disclosure Letter (as defined in the Merger Agreement as in effect on the date hereof). Terms used in this definition of Combined Company Material Adverse Effect but not defined in this Commitment Letter or the Term Sheet shall have the meaning set forth in the Merger Agreement as in effect on the date hereof.

Notwithstanding anything in this Commitment Letter, the Term Sheet or the Fee Letter to the contrary (but subject to the satisfaction of the conditions set forth or referred to herein), (a) the only representations relating to the Parent, TargetCo and their respective subsidiaries the making or accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (i) the representations made by TargetCo in the Merger Agreement that are material to the interests of the Lenders (provided, however, that any reference in any such representation to “Company Material Adverse Effect” or “Parent Material Adverse Effect” shall be deemed to be a reference to “Combined Company Material Adverse Effect”), but only to the extent that you have the right under the Merger Agreement not to consummate the Acquisition as a result of such representations in the Merger Agreement being inaccurate (such representations being the “Merger Agreement Representations”), and (ii) the Specified Representations (as defined below) and (b) the terms of the Credit Documentation (as defined in the Term Sheet) shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth or referred to herein are satisfied or waived (it being understood that the only collateral, the providing of which shall be a condition to the availability of the Facilities on the Closing Date, shall be the grant and perfection of security interests (i) in assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or Canadian Personal Property Security Act and (ii) in capital stock of subsidiaries of the Parent (to the extent required to be pledged pursuant to the Term Sheet) with respect to which a lien may be perfected by the delivery of a stock certificate; provided that the foregoing shall not relieve the Parent or its

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subsidiaries from the obligation to provide any collateral (including the grant or perfection of any security interest) referred to in the Term Sheet that is not or cannot be provided on the Closing Date after the Closing Date pursuant to arrangements to be mutually agreed, which shall in any event require the providing of such collateral within 30 days (or such longer period to which the Administrative Agent may agree) after the Closing Date). For purposes hereof, “Specified Representations” means the representations and warranties in the Credit Documentation relating to corporate existence, power and authority (as related to the entering into and performance of the Credit Documentation), due authorization, execution and delivery of, and enforceability of, the Credit Documentation, effectiveness, validity and perfection of first priority liens under the security documents (subject to the limitations set forth in the preceding sentence and with exceptions to be agreed upon), no conflicts (subject to a Combined Company Material Adverse Change qualification), Investment Company Act, solvency of the Parent and its subsidiaries on a consolidated basis after giving effect to the Acquisition, OFAC and Patriot Act, and Federal Reserve margin regulations. The foregoing provisions of this paragraph are sometimes referred to as the “Certain Funds Provision.”

You agree (a) to indemnify and hold harmless JPMCB, JPMorgan and their affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facilities, the use of the proceeds thereof, the Acquisition or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable and documented legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person or from a breach in bad faith by such indemnified person of its obligations hereunder, and (b) to reimburse JPMCB, JPMorgan and their affiliates on demand for all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of one U.S. and one Canadian law firm counsel to JPMCB) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter and the definitive documentation related to the Facilities (the “Credit Documentation”)) or the administration, amendment, modification, waiver or enforcement thereof. No indemnified person shall be liable for any damages arising from the use by unintended recipients or unauthorized persons of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person. In addition, no indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Facilities or its activities relating thereto.

This Commitment Letter shall not be assignable by you without the prior written consent of JPMCB and JPMorgan or, prior to the Closing Date, by JPMCB or JPMorgan without the prior written consent of the Parent (other than in connection with the syndication of the Facilities contemplated hereby) (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. No such assignment prior to the Closing Date by JPMCB or JPMorgan shall relieve such party of any of its express contractual obligations hereunder or under the Credit Documentation, including any of the obligations in respect of its commitments in respect of the Facilities, in the event the applicable assignee shall fail to perform such obligation in accordance with the terms hereof or of the Credit Documentation, as applicable (it being agreed that each of JPMCB

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and JPMorgan reserves the right in its sole discretion at any time to assign and delegate all or a portion of its commitments in respect of the Facilities hereunder, and to allocate all or a portion of its fees payable in connection herewith, to one or more of its affiliates) unless the Parent consents (not to be unreasonably withheld, conditioned or delayed) in writing to such assignment and release. Subject to the immediately preceding sentence, nothing herein shall prevent the syndication of the Facilities as contemplated above nor restrict assignments under and pursuant to the terms of the Credit Documentation. Upon the funding by any assignee (by syndication or otherwise) of JPMCB of all loans required by such assignee to be funded on the Closing Date pursuant to the Credit Documentation, JPMCB shall be released (to the extent not previously released) from any and all further funding obligations of such assignee. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, JPMCB and JPMorgan; provided that, the Parent shall have the right, upon prior written notice to JPMorgan, to terminate this Commitment Letter and the commitments hereunder. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitment provided hereunder is subject to conditions precedent expressly described in the twelfth paragraph hereof. Reasonably promptly after the execution of this Commitment Letter, the parties hereto shall proceed with the negotiation of the Credit Documentation as soon as reasonably possible for the purpose of executing and delivering the Credit Documentation substantially contemporaneously with the consummation of the Acquisition.

This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York; provided however, that (a) the interpretation of the definition of “Combined Company Material Adverse Effect” and (b) the determination of the accuracy of any Merger Agreement Representations and whether as a result thereof you have the right under the Merger Agreement not to consummate the Acquisition shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable conflicts of laws. Each party hereto consents to the nonexclusive jurisdiction and venue of the state or federal courts located in the City of New York. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York.

This Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your employees, officers, directors, agents, attorneys, auditors and advisors, on a confidential basis, who are involved in the consideration of this matter, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, rule or regulation (in which case you agree to inform us promptly thereof to the extent practicable and permitted by applicable law), (c) to TargetCo and its employees, officers, directors, agents, attorneys, auditors and advisors, on a confidential basis, who are directly involved in the transaction relating to the Facilities and have been advised of its confidential nature (it being understood that the Fee Letter, its terms and its substance may not be disclosed pursuant to this clause (c) except for disclosure of the Fee Letter in a redacted form

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approved by JPMorgan and JPMCB) and (d) with our prior written consent (such consent not to be unreasonably withheld or delayed), provided, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you.

You acknowledge that JPMorgan, JPMCB and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other entities in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither JPMorgan nor JPMCB will (nor will either permit its affiliates, directors, officers, employees, agents or advisors to) use confidential information obtained from you by virtue of the transactions contemplated by this letter or their other relationships with you in connection with the performance by JPMorgan or JPMCB of services for other companies, and neither JPMorgan nor JPMCB will furnish any such information to other entities. You also acknowledge that JPMorgan and JPMCB have no obligation to use in connection with the transactions contemplated by this letter, or to furnish to you, confidential information obtained from other companies. You further acknowledge that JPMorgan is a full service securities firm and may from time to time effect transactions for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Parent and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. You waive any claims you may have against JPMorgan for breach of fiduciary duty or alleged breach of fiduciary duty, in each case, in connection with the syndication of the Facilities, and agree that JPMorgan will not have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary claim on your behalf, including your stockholders, employees or creditors, in each case, in connection with the syndication of the Facilities. Nothing in this Commitment Letter shall reduce any duties or obligations that JPMorgan or any of its affiliates has to Parent or any of its subsidiaries under any other agreement or relationship.

Each of JPMCB and JPMorgan (each, a “Commitment Party”) agrees (on behalf of itself and its affiliates, directors, officers, employees and representatives) to maintain for a period of two years after the date hereof the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its affiliates’ partners, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and agree to keep such Confidential Information confidential), (b) to the extent requested or required by any state, Federal or foreign authority or examiner regulating such Commitment Party, (c) to the extent required by applicable law, rule or regulation or by any subpoena or similar legal process, (d) in connection with any litigation or legal proceeding relating to this Commitment Letter or the Fee Letter or any other documentation in connection therewith or the enforcement of rights hereunder or thereunder or to which such Commitment Party or any of its affiliates may be a party, (e) to any prospective Lender (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and agree to keep such Confidential Information confidential to the same extent as required of each of the Commitment Parties hereinabove and below or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing materials), (f) with the consent of the Parent, (g) on a confidential basis, to any rating agency when required by such rating agency or (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this paragraph or (ii) becomes available to such Commitment Party on a nonconfidential basis from a source other than the Parent or any of its subsidiaries, officers, directors, employees, agents, auditors, attorneys or advisors not known to such Commitment Party to be bound by a legal, contractual or fiduciary obligation with the Parent or any of its subsidiaries to keep such Confidential Information confidential. For the purposes of this paragraph, “Confidential Information” means all information received from the Parent or any of its subsidiaries, officers, directors, employees, agents, auditors,

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attorneys or advisors relating to the Parent or its businesses, other than any such information that is available to the Commitment Parties on a nonconfidential basis from a source not known to such Commitment Party to be bound by a legal, contractual or fiduciary obligation with the Parent or any of its subsidiaries to keep such Confidential Information confidential prior to disclosure by the Parent. Any person required to maintain the confidentiality of Confidential Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such person would accord to its own confidential information.

Each of JPMorgan and JPMCB may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates, subject to the confidentiality restrictions set forth herein, information concerning you and the other companies that may be subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits afforded JPMorgan and JPMCB hereunder.

Notwithstanding anything in this Commitment Letter to the contrary, the rights and obligations of J.P. Morgan Securities LLC in its capacity as financial adviser to the Parent shall be governed by the terms of the Engagement Letter dated April 17, 2012 between J.P. Morgan Securities LLC and the Parent.

The compensation, reimbursement, indemnification and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or JPMCB’s commitment hereunder; provided that the reimbursement, confidentiality and indemnification provisions hereunder (other than the confidentiality of the Fee Letter and the contents thereof) shall be superseded by the reimbursement, confidentiality and indemnification provisions of the Credit Documentation upon the effectiveness thereof. For the avoidance of doubt, in the event of any inconsistency between the express terms and conditions of this Commitment Letter and the express terms and conditions of the Credit Documentation, from and after the effectiveness of the Credit Documentation, the terms and conditions of the Credit Documentation shall control.

JPMCB and JPMorgan each hereby notifies you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it and each of the Lenders may be required to obtain, verify and record information that identifies you and each Guarantor, which information may include name and address and other information that will allow JPMCB and JPMorgan and each of the Lenders to identify you and each Guarantor in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for JPMCB, JPMorgan and each of the Lenders.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter, not later than 5:00 p.m., New York City time, on April 18, 2012. JPMCB’s commitment and JPMorgan’s agreements herein will expire at such time in the event JPMCB has not received such executed counterparts in accordance with the immediately preceding sentence and will also expire at 5:00 p.m. New York City time on the second Business Day following your acceptance hereof if you have failed to pay to JPMorgan the amounts required by the Fee Letter to be paid to JPMorgan by such time.

[signature page follows]

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JPMCB and JPMorgan are pleased to have been given the opportunity to assist you in connection with this important financing.

Accepted and agreed to as of

the date first written above by:

Annex I to Commitment Letter¹

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SXC HEALTH SOLUTIONS CORP.

$1,800,000,000 SENIOR SECURED CREDIT FACILITIES

Summary of Terms and Conditions

April 17, 2012

SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory of Canada (the “Borrower”), through a to-be-formed wholly-owned (directly or indirectly) Delaware corporation (“Newco”), intends to acquire all of the capital stock of a separately identified company (“TargetCo”). Such acquisition (the “Acquisition”) shall be accomplished through a merger (the “Merger”) of Newco into TargetCo. Following consummation of the Acquisition, TargetCo shall be a wholly-owned (directly or indirectly) subsidiary of the Borrower. The Borrower may elect immediately following the Acquisition to merge TargetCo into a wholly-owned U.S. domiciled subsidiary of the Borrower with such subsidiary continuing as the surviving entity and the successor to all the assets and obligations of TargetCo. Set forth below is a summary of the terms and conditions of the senior secured credit facilities which will be used to finance the Acquisition and to meet other corporate needs of the Borrower and its subsidiaries.

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Annex I

Interest and Certain Fees

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Annex I-A

PRICING SCHEDULE

For the purposes of this Schedule, the following terms have the following meanings:

“Financials” means the annual or quarterly financial statements of the Borrower delivered pursuant to the Credit Documentation.

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the Leverage Ratio is less than 2.00 to 1.00.

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is less than 2.50 to 1.00.

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is less than 3.00 to 1.00.

“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Leverage Ratio is less than 3.50 to 1.00.

“Level V Status” exists at any date if, as of such date, the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

The Applicable Margin and Commitment Fee shall be determined in accordance with the foregoing table based on the Borrower’s Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Commitment Fee shall be effective five business days after the Administrative Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Administrative Agent at the time required pursuant to the Credit Documentation, then the Applicable Margin and Commitment Fee shall be the highest Applicable Margin and Commitment Fee set forth in the foregoing table until five days after such Financials are so delivered. Until adjusted after the Closing Date, Level IV Status shall be deemed to exist.