Exhibit
10.2


 


CONSENT


 


March 15,
2004


 


 


NeighborCare, Inc.


601
East Pratt Street, 3rd Floor 


Baltimore,
Maryland 21202 


Attention:
Richard W. Hunt


Senior
Vice President and Chief Financial Officer


 


Re:          Consent


 


Reference is hereby made to that certain Credit Agreement, dated as of December 1,
2003 (as amended, restated or otherwise modified, the “Credit Agreement”),
by and among NeighborCare, Inc. (formerly known as Genesis Health Ventures, Inc.),
a Pennsylvania corporation (the “Borrower”), the Domestic Subsidiaries
of the Borrower from time to time party thereto (the “Guarantors”), the
lenders from time to time party thereto (the “Lenders”), and Wachovia
Bank, National Association, as Administrative Agent for the Lenders (the “Administrative
Agent”). Terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.


 


The Borrower has informed the Administrative Agent and the Lenders
that, notwithstanding the terms of the definition of Consolidated EBITDA in Section 1.1
of the Credit Agreement, it wishes to add-back to Consolidated EBITDA certain
non-recurring takeover defense costs related to the takeover efforts of
OmniCare, Inc incurred during the fiscal quarters ended June 30, 2004, September 30,
2004 and December 31, 2004. Specifically, the Borrower has requested the
ability to add-back to Consolidated EBITDA the following amounts for the
following periods (the “Takeover Defense Add-backs”): (i) for the
third quarter of fiscal year 2004 (the quarter ending June 30, 2004), the
non-recurring charge of $16,750,889.00, (ii) for the fourth quarter of
fiscal year 2004 (the quarter ending September 30, 2004) the non-recurring
charge of $1,471,694.00 and (iii) for the first quarter of fiscal year
2005 (the quarter ending December 31, 2004), the non-recurring charge of
$772,262.00.


 


The Borrower has requested that the Required Lenders permit the
Borrower to add-back to Consolidated EBITDA the Takeover Defense Add-backs.
Notwithstanding the provisions of the Credit Agreement to the contrary,
including the terms of the definition of Consolidated EBITDA in Section 1.1
thereof, the Required Lenders hereby consent to the inclusion of the Takeover
Defense Add-backs in the calculation of Consolidated EBITDA for each reporting
period in which such Takeover Defense Add-backs are applicable.


 


This Consent (this “Consent”) may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original, and all of which taken together shall constitute but one and
the same instrument.


 


Except as expressly waived or otherwise specifically
provided, each representation, warranty, agreement, covenant, term and
condition contained in the Credit Agreement or in any other document executed
or delivered in connection therewith shall remain unamended, unmodified and
unwaived, is specifically ratified and affirmed, and shall continue to be in
full force and effect in accordance with its respective terms.


 





















 


This
Consent shall be effective only to the extent specifically set forth herein and
shall not (i) be construed as a waiver of any breach or default other than
as specifically waived herein nor as a waiver of any breach or default of which
the Lenders have not been informed by the Borrower, (ii) affect the right
of the Lenders to demand compliance by the Borrower with all terms and
conditions of the Credit Agreement in all other instances, (iii) be deemed
a waiver of, amendment of, consent to or modification of any other term or
provision of the Credit Agreement or of any transaction or future action on the
part of the Borrower requiring the Lenders’ consent or approval under the
Credit Agreement, or (iv) be deemed or construed to be a waiver or release
of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise
of any rights or remedies under the Credit Agreement or any other document
executed or delivered in connection therewith, whether arising as a consequence
of any Event of Default which may now exist or otherwise, all such rights and
remedies hereby being expressly reserved.


 


This Consent shall be deemed to be a Credit Document and a contract
made under, and for all purposes shall be construed in accordance with, the
laws of the State of New York.


 


 


[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 





















 


NEIGHBORCARE, INC.

CONSENT


 


IN
WITNESS WHEREOF, the parties have caused this Consent to be executed by their
respective duly authorized officers or agents as of the date first above
written.


 


	
  BORROWER:

  	
   

  	
  NEIGHBORCARE, INC.
  (formerly known as Genesis Health 

  Ventures, Inc.),

  a Pennsylvania corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard W. Hunt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Hunt

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
  ACCUMED, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASCO HEALTHCARE OF NEW
  ENGLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASCO HEALTHCARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARECARD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPASS HEALTH SERVICES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONCORD PHARMACY SERVICES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DELCO APOTHECARY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EASTERN MEDICAL SUPPLIES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EASTERN REHAB SERVICES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ENCARE OF MASSACHUSETTS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENESIS HEALTH SERVICES
  CORPORATION t/b/n 

  NeighborCare Services Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENESIS HOLDINGS, INC.
  t/b/n NeighborCare Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENEVA SUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  H.O. SUBSIDIARY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEALTH CONCEPTS AND
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEALTHOBJECTS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HORIZON MEDICAL EQUIPMENT
  AND SUPPLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INSTITUTIONAL HEALTH CARE
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEDICAL SERVICES GROUP,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE HOME MEDICAL
  EQUIPMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE INFUSION
  SERVICES, INC.

  
						



 





















 


	
   

  	
   

  	
  NEIGHBORCARE OF
  CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF INDIANA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF NORTHERN
  CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF OKLAHOMA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF TEXAS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF VIRGINIA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE OF WISCONSIN,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE PHARMACIES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE PHARMACY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE-MEDISCO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE-ORCA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE-TCI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROFESSIONAL PHARMACY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUBURBAN MEDICAL SERVICES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE TIDEWATER HEALTHCARE
  SHARED SERVICES

  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard W. Hunt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Hunt

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer 

  	
  of
  each of the foregoing entities

  
							



 





















 


	
   

  	
   

  	
  ASCO
  HEALTHCARE OF NEW ENGLAND, LIMITED 

  PARTNERSHIP, by ASCO Healthcare of New England, Inc., its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARE4, L.P., by Institutional Health Care Services, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard W. Hunt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Hunt

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  	
  of
  each of the foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AUTOMATED
  HOMECARE SYSTEM, LLC, by Health 

  Objects Corporation, its authorized Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MAIN
  STREET PHARMACY, L.L.C., by Professional

  Pharmacy Services, Inc., and NeighborCare Pharmacies, 

  Inc., its authorized Members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEIGHBORCARE
  PHARMACY OF OKLAHOMA LLC,

  by NeighborCare Pharmacy Services, Inc., its authorized 

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard W. Hunt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Hunt

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  	
  of
  each of the foregoing entities

  
									



 





















 


	
  ADMINISTRATIVE AGENT AND
  LENDERS:

  	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION,

  as Administrative Agent and as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Scott Santa Cruz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott Santa Cruz

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
   

  	
  LASALLE BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Whitney M. Black

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Whitney M. Black

  
	
   

  	
   

  	
  Title:

  	
  Officer

  
						



 





















 


	
   

  	
   

  	
  ING CAPITAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael P. Garvin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael P. Garvin, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey P. Hoffman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Hoffman

  
	
   

  	
   

  	
  Title: 

  	
  Its Duly Authorized Signatory

  
							



 





















 


	
   

  	
   

  	
  U.S. BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S. Walker Choppin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  S. Walker Choppin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 





















 


	
   

  	
   

  	
  GOLDMAN SACHS CREDIT
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stephen King

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen
  King

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
						



 





















 


	
   

  	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Wilfred V. Saint

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wilfred V. Saint

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title: 

  	
  Director