Exhibit 10.9**THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT**This **THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT**(the “**Third Amendment**”) is made as of this 2nd day of October, 2006 by and between **CAPITALSOURCEFINANCE LLC**, a Delaware limited liability company, with its chief executive office located at 4445Willard Avenue, Chevy Chase, Maryland 20815 (“**Lender**”) and **UNITED STATES PHARMACEUTICAL GROUP,L.L.C. d/b/a NATIONSHEALTH**, a Delaware limited liability company (“**USPG**”), **NATIONSHEALTH HOLDINGS,L.L.C.,**a Florida limited liability company (“**NHH**”), and **NATIONSHEALTH, INC**., a Delawarecorporation (“**NationsHealth**”) (jointly and severally, the **“Borrower"**).W I T N E S S E T H:**WHEREAS**, Lender and Borrower (other than Nationshealth) entered into a certain RevolvingCredit and Security Agreement dated as of the 30th day of April, 2004 (the **“OriginalCredit Agreement"**) whereby Lender agreed to make loans, advances and other extensions of credit toBorrower thereunder; and**WHEREAS**, Lender and Borrower (other than Nationshealth) entered into a certain Amended andRestated Revolving Credit and Security Agreement dated as of the 29th of June, 2004 (asamended by the Prior Amendments (defined below), the **“First Amended and Restated Agreement"**)whereby Lender made available to Borrower (other than Nationshealth) a separate OveradvanceFacility and permitted Borrower (other than Nationshealth) to include its inventory within theBorrowing Base for the Revolving Facility; and**WHEREAS**, Lender and Borrower (other than Nationshealth) amended the First Amended and RestatedAgreement in certain respects pursuant to a certain First Amendment to Amended and RestatedRevolving Credit and Security Agreement dated as of the 10th day of August, 2004 (the**“Prior First Amendment"**); and**WHEREAS**, on August 31, 2004, Millstream Acquisition Corporation (**“MAC”**) changed its name toNationshealth, Inc.; and**WHEREAS**, on August 31, 2004, N Merger, LLC, a wholly owned subsidiary of MAC, was merged withand into NationsHealth Holdings, L.L.C. and as a result of the merger, NationsHealth Holdings,L.L.C. continued as the surviving limited liability company; and**WHEREAS**, Lender and Borrower amended the First Amended and Restated Agreement in certainrespects pursuant to a certain Joinder and Second Amendment to Amended and Restated RevolvingCredit and Security Agreement dated as of the 14th day of September, 2004 in order tojoin Nationshealth, Inc. as a party to the Agreement (the **“Prior Second Amendment"**); and**WHEREAS**, Lender and Borrower amended the First Amended and Restated Agreement in certainrespects pursuant to a certain Third Amendment to Amended and Restated Revolving Credit andSecurity Agreement dated as of the 3rd day of November, 2004 (the **“Prior Third Amendment”),**acertain Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement dated asof the 10th day of February, 2005 (the “**Prior Fourth Amendment**”), a certain Fifth Amendment toAmended and Restated Revolving Credit and Security Agreement dated as of the 28th day ofFebruary 2005 (the “**Prior Fifth Amendment”),**certain Sixth Amendment toAmended and RestatedRevolving Credit and Security Agreement dated as of the 13th day of May, 2005 (the"**Prior Sixth Amendment**”),
 
 

 
certain Seventh Amendment to Amended and Restated Revolving Credit and Security Agreementdated as of the 29th day of July, 2005 (the “**Prior Seventh Amendment**”), and a certainEighth Amendment to Amended and Restated Revolving Credit and Security Agreement dated as of the23rd day of August, 2005 (the “**Prior Eighth Amendment**”) and together with the PriorFirst Amendment, the Prior Second Amendment, the Prior Third Amendment, the Prior Fourth Amendment,the Prior Fifth Amendment, the Prior Sixth Amendment, and the Prior Seventh Amendment,collectively, the **“Prior Amendments"**); and**WHEREAS,**Lender and Borrower entered into a certain Second Amended and Restated RevolvingCredit and Security Agreement dated as of the 21st of March, 2006 (as amended hereby,and as amended, restated, supplemented or otherwise modified from time to time, the **“Agreement"**);and**WHEREAS,**Lender and Borrower amended the Second Amended and Restated Revolving Credit andSecurity Agreement in certain respects pursuant to a certain First Amendment to Second Amended andRestated Revolving Credit and Security Agreement dated the 11th day of August, 2006 (the"**First Amendment**”), and a certain Consent, Waiver and Second Amendment to Second Amended andRestated Revolving Credit and Security Agreement dated September 27th, 2006 (the “**SecondAmendment”)**; and**WHEREAS**, Borrower requested and Lender agreed to the further modification of certainprovisions of the Agreement upon the terms and subject to the conditions set forth herein; and**WHEREAS**, Section 12.8 of the Agreement provides that no modification or amendment of theAgreement shall be effective unless the same shall be in writing and signed by the parties thereto.**NOW, THEREFORE**, in consideration of the promises and other mutual covenants contained herein,the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:1. Amendment of Agreement. As of the Effective Date (defined below), Lender andBorrower hereby agree to amend the Agreement as follows:(a) Section 2.4 of the Agreement, entitled “Revolving FacilityDisbursements; Requirement to Deliver Borrowing Certificate” is hereby amendedand restated as follows: 2.4 Revolving Facility Disbursements; Requirement to Deliver Borrowing Certificate    So long as no Default or Event of Default shall have occurred and becontinuing, Borrower may give Lender irrevocable written noticerequesting an Advance under the Revolving Facility by delivering toLender not later than 11:00 a.m. (Eastern Standard Time) at leastone but not more than four Business Days before the proposedborrowing date of such requested Advance (the **“Borrowing Date"**), acompleted Borrowing Certificate and relevant supportingdocumentation satisfactory to Lender, which shall (i) specify theproposed Borrowing Date of such Advance which shall be a BusinessDay, (ii) specify the principal amount of such requested Advance,(iii) certify the matters contained in Section 4.2, and (iv)specify the amount of any Medicare or Medicaid recoupments and/orrecoupments of any third-party payor being sought, requested or claimed, or, to Borrower’s knowledge,
 
 

 
   threatened against Borrower orBorrower’s Affiliates. Each time arequest for an Advance is made, and, in any event and regardless ofwhether an Advance is being requested, on Tuesday of each weekduring the Term (and so long as a Default or Event of Defaultexists, more frequently if Lender shall so request) until theObligations are indefeasibly paid in cash in full and this Agreementis terminated, Borrower shall deliver to Lender a BorrowingCertificate accompanied by a separate detailed aging andcategorizing of Borrower’s accounts receivable and accounts payableand such other supporting documentation with respect to the figuresand information in the Borrowing Certificate as Lender shallreasonably request from a credit or security perspective orotherwise. On each Borrowing Date, Borrower irrevocably authorizesLender to disburse the proceeds of the requested Advance to theappropriate Borrower’s account(s) as set forth on Schedule2.4, in all cases for credit to the appropriate Borrower (or tosuch other account as to which the appropriate Borrower shallinstruct Lender) via Federal funds wire transfer no later than 4:00p.m. (Eastern Standard Time). Notwithstanding any provision of thisAgreement to the contrary, if the average outstanding balance underthe Revolving Facility during any calendar month is less than$2,500,000 Borrower acknowledges and agrees that Lender shall beentitled to calculate interest and fees hereunder, including withoutlimitation, the calculations set forth in Sections 2.3, 2.5 and3.3, as if the average outstanding balance for such calendarmonth was $2,500,000. Notwithstanding the requirement of Borrowerdelivering a Borrowing Certificate in connection with each requestedAdvance, Borrower may give Lender irrevocable written noticerequesting an Advance under the Revolving Facility in an amountnecessary to make the total outstanding Advances at such time equalto $2,500,000, and so long as (i) no Default or Event of Defaultshall have occurred and be continuing, and (ii) Lender has aBorrowing Certificate that is not more than four Business Daysbefore the proposed borrowing date of such requested Advance,subject to Availablity, Lender may, in its sole discretion, disbursethe proceeds of such requested Advance.2. Conditions to Effectiveness. This Amendment shall be effective on the date (the**“Effective Date"**) upon which the following conditions precedent are satisfied:(a) Borrower shall have delivered to Lender an executed copy of this Amendment duly executedby an authorized officer of Borrower and each other agreement, document or instrument reasonablyrequested by the Lender in connection with this Amendment, each in form and substance reasonablysatisfactory to Lender;(b) the representations and warranties contained herein and in all other Loan Documents shallbe true and correct;(c) no Default or Event of Default shall be in existence; and
 
 

 
(d) Lender shall have received all fees, charges and expenses payable to in connection withthis Amendment and the documentation related hereto, including, but not limited to, legal fees andout-of-pocket costs (including in-house counsel fees and expenses).3. Representations and Warranties.(a) Notwithstanding any other provision of this Amendment, Borrower hereby confirms and makesall of the representations and warranties set forth in the Agreement and other Loan Documents withrespect to such Borrower and this Amendment as of the date hereof and as of the Effective Date andconfirms that they are true and correct and no Default or Event of Default has occurred and iscontinuing as of the date hereof.(b) Borrower hereby represents and warrants as of the date of this Amendment and as of theEffective Date as follows: (i) it is duly incorporated or organized, validly existing and in goodstanding under the laws of its jurisdiction of organization; (ii) the execution, delivery andperformance by it of this Amendment, as applicable, are within its powers, have been dulyauthorized, and do not contravene (A) its articles of organization, operating agreement, or otherorganizational documents, or (B) any applicable law; (iii) no consent, license, permit, approval orauthorization of, or registration, filing or declaration with any Governmental Authority or otherPerson, is required in connection with the execution, delivery, performance, validity orenforceability of this Amendment, as applicable, by or against it; (iv) this Amendment has beenduly executed and delivered by it; (v) this Amendment constitutes its legal, valid and bindingobligations enforceable against it in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affectingthe enforcement of creditors’ rights generally or by general principles of equity; and (vi) aftergiving effect to this Amendment, it is not in default under the Agreement and no Default or Eventof Default exists, has occurred or is continuing.4. Expenses. Borrower shall pay all costs and expenses incurred by Lender or any ofits Affiliates, including, without limitation, documentation and diligence fees and expenses, allsearch, audit, appraisal, recording, professional and filing fees and expenses and all otherout-of-pocket charges and expenses and reasonable attorneys’ fees and expenses, in connection withentering into, negotiating, preparing, reviewing and executing this Amendment contemplated herebyand all related agreements, documents and instruments, and all of the same, to the extent incurredand not promptly reimbursed by Borrower, may be charged to Borrower’s account and shall be part ofthe Obligations. If Lender or any of its Affiliates uses in-house counsel for any of the purposesset forth above Borrower expressly agrees that its Obligations include reasonable charges for suchwork commensurate with the fees that would otherwise be charged by outside legal counsel selectedby Lender or such Affiliate in its sole discretion for the work performed.6. Effect of Amendment. Lender and Borrower hereby acknowledge and agree that exceptas provided in this Amendment, the Agreement, the Note and the other Loan Documents remain in fullforce and effect and have not been modified or amended in any respect, it being the intention ofLender and Borrower that this Amendment and the Agreement be read, construed and interpreted as oneand the same instrument. The foregoing amendments are subject to Borrower executing and deliveringthis Amendment and all additional documents required to be executed and delivered herein. Inaddition, the foregoing does not constitute a waiver by Lender of any Default or Event of Default.7. Confirmation of Agreements. Lender and Borrower hereby acknowledge and agree that,except as provided in this Amendment, the Agreement, the Note and the other Loan Documents, and thegrant of the liens, security interests and other encumbrances thereunder, and their agreements,covenants, obligations, representations and warranties thereunder and therein, are hereby expresslyratified, confirmed and restated as of the date hereof.
 
 

 
8. References to Loan Documents. Each of the other Loan Documents are hereby modifiedin such a manner as to be consistent with all modifications and agreements contained herein and tothe extent that all references therein to and descriptions therein of the Agreement and the Noteshall be deemed to refer to and describe the Agreement.9. Capitalized Terms. All capitalized terms not otherwise defined in this Amendmentshall have the meanings ascribed to such terms in the Agreement.10. Benefit. This Amendment shall inure to the benefit of and bind the parties heretoand their respective successors and assigns.11. Amendments. This Amendment may not be changed, modified, amended, restated,waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or inany other manner other than by the written agreement of Lender and Borrower. This Amendment shallbe considered part of the Agreement for all purposes under the Agreement.12. Headings and Counterparts. The captions in this Amendment are intended forconvenience and reference only and do not constitute and shall not be interpreted as part of thisAmendment and shall not affect the meaning or interpretation of this Amendment. This Amendment maybe executed in one or more counterparts, all of which taken together shall constitute but one andthe same instrument. This Amendment may be executed by facsimile transmission, which facsimilesignatures shall be considered original executed counterparts for all purposes, and each party tothis Amendment agrees that it will be bound by its own facsimile signature and that it accepts thefacsimile signature of each other party to this Amendment.13. Governing Law; JURY TRIAL WAIVER. **THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THEWAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT**.14. RELEASE BY BORROWER. By execution of this Amendment, Borrower acknowledges andconfirms that Borrower does not have any offsets, defenses or claims against Lender, or any of itspresent or former subsidiaries, affiliates, officers, directors, shareholders, employees, agents,representatives, attorneys, predecessors, successors or assigns whether asserted or unasserted. Tothe extent that Borrower may have such offsets, defenses or claims, Borrower and each of itssuccessors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs,executors, as applicable, jointly and severally, knowingly, voluntarily and intentionally waive,release and forever discharge Lender, its subsidiaries, affiliates, officers, directors,shareholders, employees, agents, attorneys, predecessors, successors and assigns, both present andformer (collectively the “Lender Affiliates”) of and from any and all actual or potentialclaims, demands, damages, actions, requests for sanctions and causes of action, torts, obligations,suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, allother liabilities whether known or unknown, matured or unmatured, contingent or absolute, of anykind or description whatsoever, either in law or in equity, asserted or unasserted which againstLender and/or Lender Affiliates they ever had, now have, claim to have or may later have or whichany of any Borrower’s successors, assigns, parents, subsidiaries, affiliates, predecessors,employees, agents, heirs, executors, as applicable, both present and former ever had, now
 
 

 
has, claim to have or may later have, upon or by reason of any manner, cause, causes or thingwhatsoever, including, without limitation, any presently existing claim or defense whether or notpresently suspected, contemplated or anticipated, and Borrower hereby agrees that Borrower iscollaterally estopped from asserting any claims against Lender or any of the Lender Affiliatesrelating to the foregoing.15. Entire Agreement. This Amendment, the Agreement, and the other Loan Documentsconstitute the entire agreement between the parties with respect to the subject matter hereof andthereof and supersedes all prior agreements and understandings, if any, relating to the subjectmatter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous orsubsequent oral agreements between the parties. There are no unwritten oral agreements between theparties.16. Miscellaneous. Whenever the context and construction so require, all words usedin the singular number herein shall be deemed to have been used in the plural, and vice versa, andthe masculine gender shall include the feminine and neuter and the neuter shall include themasculine and feminine. This Amendment shall inure to the benefit of Lender, all future holders ofany Note, any of the Obligations or any of the Collateral and all Transferees, and each of theirrespective successors and permitted assigns. No Borrower may assign, delegate or transfer thisAmendment or any of its rights or obligations under this Amendment without the prior writtenconsent of Lender. No rights are intended to be created under this Amendment for the benefit ofany third party donee, creditor or incidental beneficiary of Borrower or any Guarantor. Nothingcontained in this Amendment shall be construed as a delegation to Lender of any Borrower’s or anyGuarantor’s duty of performance, including, without limitation, any duties under any account orcontract in which Lender has a security interest or Lien. This Amendment shall be binding uponBorrowers and their respective successors and assigns.[intentionally left blank — signature page follows]
 
 

 
Exhibit 10.9[signature page to Third Amendment]IN WITNESS WHEREOF, Lender and Borrower have executed this Third Amendment as of the datefirst above written.**LENDER:**      **CAPITALSOURCE FINANCE LLC**