exv10w3



 





Exhibit 10.3


FIRST AMENDMENT AND WAIVER




          FIRST AMENDMENT AND WAIVER (this “Agreement”), dated as of August 29, 2007, by and
among RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Borrower”), and
PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as
agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).




W I T N E S S E T H:




          WHEREAS, Borrower, Lender and Agent are parties to a Revolving Credit and Security Agreement
dated as of November 1, 2006 (the “Credit Agreement”);




          WHEREAS, Borrower has advised Agent and Lender that it desires to participate in a series of
transactions (collectively, the “Transactions”) in which:




          (i) Longxia Acquisition, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of
Cross Shore Acquisition Corporation, a Delaware corporation (the “Acquirer”) will first
merge with and into Borrower, and promptly thereafter Borrower will merge with and into ReSearch
Pharmaceutical Services, LLC, a Delaware limited liability company and also a wholly-owned
subsidiary of the Acquirer, with the net result that Borrower will be a Delaware limited liability
company known as ReSearch Pharmaceutical Services, LLC and a wholly-owned subsidiary of the
Acquirer (such transactions collectively, the “Merger”),




          (ii) prior to or on completion of the Merger, Borrower will pay approximately $2.6 million in
dividends to the holders of Borrower’s preferred stock (collectively, the “Preferred
Dividends”),




          (iii) prior to or on completion of the Merger, Borrower will pay approximately $4.5 million to
Merion Investment Partners L.P. as repayment in full of debt that has been subordinated to the debt
owed to the Lender (the “Subordinated Debt Repayment”),




          (iv) The Acquirer will become a guarantor of Borrower’s obligations under the Credit Agreement
pursuant to a Guaranty of even date herewith (the “Acquirer Guaranty”) and will pledge its
equity interest in Borrower to Agent as additional security for its obligations under the Acquirer
Guaranty pursuant to a Pledge Agreement of even date herewith (the “Acquirer Pledge
Agreement”, and




          (v) The Acquirer will change its name to ReSearch Pharmaceutical Services, Inc.




          WHEREAS, consummation of the Transactions would breach several of the covenants contained in
the Credit Agreement;




          WHEREAS, at the request of Borrower and based on information provided to them by Borrower,
Lender and Agent have agreed to consent to the Transactions, and to (i) waive compliance with
certain provisions of the Credit Agreement, and (ii) amend the Credit



 









 






Agreement to reflect the Transactions, all on the terms and subject to the conditions set
forth herein.




          NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:




          1. Defined Terms. Unless otherwise defined herein (including in the foregoing
recitals), terms defined in the Credit Agreement are used herein as therein defined.




          2. Consent and Waiver. In accordance with Section 15.2(b) of the Credit Agreement:




               (a) Borrower has requested the consent of Agent and Lender to the Merger and the waiver of the
limitations of Sections 7.1 and 7.15 in respect thereof and the occurrence of a Change in Control
which would result in an Event of Default under Section 10.14 of the Credit Agreement. Agent and
Lender hereby consent to the Merger and agree to waive the limitations of Sections 7.1 and 7.15 and
any Event of Default under Section 10.14 with respect to the Merger, provided that the Merger is
completed by July ___, 2007 on substantially the terms described in Exhibit A hereto.



               (b) Borrower has requested the consent of Agent and Lender to the Preferred Dividend and the
waiver of the limitations of Section 7.7 of the Credit Agreement in respect thereof. Agent and
Lender hereby consent to the Preferred Dividend and agree to waive the limitations of Sections 7.7
with respect to the Preferred Dividend.



               (c) Borrower has requested the consent of Agent and Lender to the Subordinated Debt Repayment
and the waiver of the limitations of Sections 7.17 and 7.21 of the Credit Agreement in respect
thereof. Agent and Lender hereby consent to the Subordinated Debt Repayment and agree to waive the
limitations of Sections 7.17 and 7.21 with respect to the Subordinated Debt Repayment.



               (d) The foregoing waivers are given solely with respect to the Transactions on a one time
basis and shall not be deemed to operate as, or obligate Lender or Agent to grant any, future
waiver or modification of the provisions of Sections 7.1, 7.7, 7.15, 7.17, 7.21 or 10.14 or of any
other term, condition or Default or Event of Default under the Credit Agreement.



          3. Amendments to Credit Agreement. The Credit Agreement is hereby amended and
supplemented as follows:




               (a) The following definitions are hereby added to Section 1.2 of the Credit Agreement:




          “Guarantor” shall mean Cross Shore Acquisition Corporation, a Delaware
corporation, and any other Person who may hereafter guarantee payment or performance of the
whole or any part of the Obligations and “Guarantors” means collectively all such
Persons.



2









 






          “Guarantor Security Agreement” shall mean any agreement executed by any
Guarantor in favor of Agent securing the Guaranty of such Guarantor.




          “Guaranty” shall mean any guaranty of the obligations of Borrower executed by a
Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders.



               (b) The following definitions in Section 1.2 of the Credit Agreement are hereby amended and
restated to read in full as follows:




          “Fixed Charge Coverage Ratio” shall mean and include, with respect to any
fiscal period, the ratio of (a) EBITDA, minus Unfunded Capitalized Expenditures made
during such period minus cash taxes paid during such period, minus cash
dividends and distributions paid during such period (excluding the $2.6 million in dividends
to the holders of Borrower’s preferred stock on or before July ___, 2007) to (b) all Senior
Debt Payments during such period, in each case determined for Borrower and its Subsidiaries
on a consolidated basis




          “Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which
is provided by any Lender and which the Agent confirms meets the following requirements:
such Interest Rate Hedge (i) is documented in a standard International Swap Dealer
Association Agreement, (ii) provides for the method of calculating the reimbursable amount
of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered
into for hedging (rather than speculative) purposes. The liabilities of the Borrower to the
provider of any Lender-Provided Interest Rate Hedge (the “Hedge Liabilities”) shall be
“Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations
under any Guarantor Security Agreement and otherwise treated as Obligations for purposes of
each of the Other Documents. The Liens securing the Hedge Liabilities shall be pari passu
with the Liens securing all other Obligations under this Agreement and the Other Documents.




          “Material Adverse Effect” shall mean a material adverse effect on (a) the
condition (financial or otherwise), results of operations, assets, business, properties or
prospects of Borrower or Borrower and Guarantor taken as a whole, (b) Borrower’s ability to
duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c)
the value of the Collateral or Agent’s Liens on the Collateral or the priority of any such
Lien or (d) the practical realization of the benefits of Agent’s and each Lender’s rights
and remedies under this Agreement and the Other Documents.




          “Original Owners” shall mean Cross Shore Acquisition Corporation.




          “Other Documents” shall mean the Note, the Questionnaire, the Fee Letter, any
Guaranty, any Guarantor Security Agreement, any Lender-Provided Interest Rate Hedge and any
and all other agreements, instruments and documents, including guaranties, pledges, powers
of attorney, consents, interest or currency swap agreements or other similar agreements and
all other writings heretofore, now or hereafter executed



3









 






by Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the
transactions contemplated by this Agreement.



               (c) The following definitions in Section 1.2 of the Credit Agreement are hereby deleted:



               “Subordinated Debt Payments”



               “Subordinated Lender”



               “Subordinated Loan”



               “Subordinated Loan Documentation”



               “Subordinated Note”



               “Subordination Agreement”



               (d) Section 2.22(b) of the Credit Agreement is hereby amended and restated to read as follows:




     ”(b) Without limiting the generality of Section 2.22(a) above, neither Borrower, any
Guarantor nor any other Person which may in the future become party to this Agreement or the
Other Documents as Borrower or Guarantor, intends to use nor shall they use any portion of
the proceeds of the Advances, directly or indirectly, for any purpose in violation of the
Trading with the Enemy Act.”



               (e) Section 4.15(c) of the Credit Agreement is hereby amended and restated to read as follows:




     ”(c) Location of Borrower. Borrower’s chief executive office is located at
520 Virginia Drive, Fort Washington, Pennsylvania 19034. Until written notice is given to
Agent by Borrower of any other office at which Borrower keeps its records pertaining to
Receivables, all such records shall be kept at such executive office.”



               (f) Section 7.8 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness
(exclusive of trade debt) except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness
incurred for Capital Expenditures permitted under Section 7.6 hereof; and (iii) Indebtedness due to
Borrower pursuant to Section 7.5(c) above.”



               (g) Section 7.15 of the Credit Agreement is hereby amended and restated to read in full as
follows:




          “7.15 Amendment of Documents of Formation, By-Laws, Operating Agreement.
Amend, modify or waive any term or material provision of any of its



4









 






documents of formation, by-laws or operating agreement in a manner that would
materially impact a Lender or Agent unless required by law or with consent of Agent.”



               (h) Sections 7.21 and 7.22 of the Credit Agreement are hereby deleted.



               (i) Section 9.4 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “9.4 Litigation. Promptly notify Agent in writing of any claim, litigation,
suit or administrative proceeding affecting Borrower or any Guarantor whether or not the
claim is covered by insurance, and of any litigation, suit or administrative proceeding,
which in any such case affects the Collateral or which could reasonably be expected to have
a Material Adverse Effect.”



               (j) Section 9.5(h) of the Credit Agreement is hereby amended and restated to read as follows:




     ”(h) any other development in the business or affairs of Borrower or any Guarantor,
which could reasonably be expected to have a Material Adverse Effect; in each case
describing the nature thereof and the action Borrower or such Guarantor proposes to take
with respect thereto.”



               (k) Section 9.14 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of
(i) any lapse or other termination of any Consent issued to Borrower by any Governmental Body or
any other Person that is material to the operation of Borrower’s business, (ii) any refusal by any
Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any
periodic or special reports filed by Borrower or any Guarantor with any Governmental Body or
Person, if such reports indicate any material change in the business, operations, affairs or
condition of Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv)
copies of any material notices and other communications from any Governmental Body or Person which
specifically relate to Borrower or any Guarantor.”



               (l) Section 10.2 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “10.2. Breach of Representation. Any representation or warranty made or deemed made
by Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in
any certificate, document or financial or other statement furnished at any time in connection
herewith or therewith shall prove to have been misleading in any material respect on the date when
made or deemed to have been made;”



               (m) Section 10.5 of the Credit Agreement is hereby amended and restated to read in full as
follows:



5









 






     “10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and
10.5(ii), (i) failure or neglect of Borrower or any Guarantor to perform, keep or observe any term,
provision, condition, covenant herein contained, or contained in any Other Document or any other
agreement or arrangement, now or hereafter entered into between Borrower or any Guarantor, and
Agent or any Lender, or (ii) failure or neglect of Borrower to perform, keep or observe any term,
provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6
hereof which is not cured within ten (10) days from the occurrence of such failure or neglect;”



               (n) Section 10.8 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “10.8 Inability to Pay. Borrower or any Guarantor shall admit in writing its
inability, or be generally unable, to pay its debts as they become due or cease operations of its
present business;”



               (o) Section 10.9 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “10.9 Affiliate Bankruptcy. Any Affiliate or any Subsidiary of Borrower or any
Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of
possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or
of all or a substantial part of its property, (ii) admit in writing its inability, or be
generally unable, to pay its debts as they become due or cease operations of its present
business, (iii) make a general assignment for the benefit of creditors, (iv) commence a
voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect),
(v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage
of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have
dismissed, within thirty (30) days, any petition filed against it in any involuntary case
under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of
the foregoing.”



               (p) Section 10.10 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “10.10 Material Adverse Effect. Any change in Borrower’s or any Guarantor’s results
of operations or condition (financial or otherwise) which in Agent’s opinion has a Material Adverse
Effect,”



               (q) Section 10.15 of the Credit Agreement is hereby amended and restated to read in full as
follows:




     “10. 15 Invalidity. Any material provision of this Agreement or any Other Document
shall, for any reason, cease to be valid and binding on Borrower or any Guarantor, or Borrower or
any Guarantor shall so claim in writing to Agent or any Lender;”



6









 





               (r) The word “or” at the end of Section 10.18 is hereby deleted, the “.” at the end of Section
10.19 is hereby replaced with “; or” and the following new Section 10.20 is hereby added to the
Credit Agreement:




     “10.20 Breach of Guaranty. Termination or breach of any Guaranty or Guaranty Security
Agreement or similar agreement executed and delivered to Agent in connection with the Obligations
of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its
liability under, any such Guaranty or Guaranty Security Agreement or similar agreement.”



               (s) The first paragraph of Section 14.3 of the Credit Agreement is hereby amended and restated
to read as follows:




     “14.3. Lack of Reliance on Agent and Resignation. Independently and without
reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i)
its own independent investigation of the financial condition and affairs of Borrower and
each Guarantor in connection with the making and the continuance of the Advances hereunder
and the taking or not taking of any action in connection herewith, and (ii) its own
appraisal of the creditworthiness of Borrower and each Guarantor. Agent shall have no duty
or responsibility, either initially or on a continuing basis, to provide any Lender with any
credit or other information with respect thereto, whether coming into its possession before
making of the Advances or at any time or times thereafter except as shall be provided by
Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any
recitals, statements, information, representations or warranties herein or in any agreement,
document, certificate or a statement delivered in connection with or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any Other Document, or of the financial condition of Borrower or any Guarantor,
or be required to make any inquiry concerning either the performance or observance of any of
the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the
financial condition of Borrower, or the existence of any Event of Default or any Default.



               (t) The word “or” at the end of Section 15.2(b)(vi) is hereby deleted, the “.” at the end of
Section 15.2(b)(vii) is hereby replaced with “; or” and the following new Section 15.2(b)(viii) is
hereby added to the Credit Agreement:




     ”(viii) release any Guarantor.”



               (u) Section 15.9(d) of the Credit Agreement is hereby amended and restated to read as follows:




     ”(d) in defending or prosecuting any actions or proceedings arising out of or relating
to Agent’s or any Lender’s transactions with Borrower or any Guarantor or”



               (v) Section 15.11 of the Credit Agreement is hereby amended and restated to read in full as
follows:



7









 








     “15.11 Damages. Neither Agent nor any Lender, nor any agent or attorney for
any of them, shall be liable to Borrower or any Guarantor (or any Affiliate of any such
Person) for indirect, punitive, exemplary or consequential damages arising from any breach
of contract, tort or other wrong relating to the establishment, administration or collection
of the Obligations or as a result of any transaction contemplated under this Agreement or
any Other Document.”



               (w) To reflect the effects of the Transactions, the following Schedules to the Credit
Agreement are hereby amended and replaced with the corresponding Schedule attached hereto:




     [Borrower to select which, if any, schedules need amendment]



	 	 	 
	Schedule 1.2

	 	Permitted Encumbrances
	Schedule 4.5

	 	Equipment and Inventory Locations
	Schedule 15(c)

	 	Location of Executive Offices
	Schedule 4.15(h)

	 	Deposit and Investment Accounts
	Schedule 4.19

	 	Real Property
	Schedule 5.1

	 	Consents
	Schedule 5.2(a)

	 	States of Qualification and Good Standing
	Schedule 5.2(b)

	 	Subsidiaries
	Schedule 5.4

	 	Federal Tax Identification Number
	Schedule 5.6

	 	Prior Names
	Schedule 5.8(b)

	 	Litigation
	Schedule 5.8(d)

	 	Plans
	Schedule 5.9

	 	Intellectual Property, Source Code Escrow Agreements
	Schedule 5.10

	 	Licenses and Permits
	Schedule 5.14

	 	Labor Disputes






          4. Representations and Warranties. Borrower hereby represents and warrants to Lender
and Agent that:




               (a) After giving effect to the waivers in Section 2 hereof, there exists no Default or Event
of Default under the Credit Agreement as amended hereby;



               (b) After giving effect to the waivers in Section 2 hereof, the representations and warranties
made by Borrower in the Credit Agreement are true and correct in all material respects on and as of
the date hereof as if made on and as of the date hereof;



               (c) The execution and delivery of this Agreement by and on behalf of Borrower has been duly
authorized by all requisite action on behalf of Borrower, and this Agreement constitutes the legal,
valid and binding obligation of Borrower, enforceable against Borrower in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law);



8









 





               (d) The execution, delivery and performance of this Agreement will not violate any applicable
provision of law or judgment, order or regulation of any court or of any public or governmental
agency or authority nor conflict with or constitute a breach of or a default under any instrument
to which Borrower is a party or by which Borrower or any of its properties is bound; and



               (e) No approval, consent or authorization of, or registration, declaration or filing with, any
governmental or public body or authority, or any trustee or holder of any indebtedness, is required
in connection with the valid execution, delivery and performance by Borrower of this Agreement,
except such as have been obtained.



               (f) Upon consummation of the Transactions ReSearch Pharmaceutical Services, LLC, a Delaware
limited liability company and as the successor by merger to Borrower, shall thereupon be the
“Borrower” for all purposes under the Credit Agreement and all Other Documents and be liable for
all of the Obligations.



          5. Conditions Precedent. The effectiveness of the waivers and amendments set forth
herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the
following conditions precedent:




               (a) Borrower shall have delivered to the Agent the following, all of which shall be in form
and substance satisfactory to the Agent and shall be duly completed and executed by all parties:



                    (i) this Agreement;



                    (ii) copies of the executed merger agreement and all other material documents executed and
delivered in connection with the Transactions;



                    (iii) the Acquirer Guaranty and Acquirer Pledge Agreement, in the respective forms attached
hereto as Exhibits B and C;



                    (iv) a certificate of the Secretary or Assistant Secretary of Borrower certifying (A) the
resolutions of the board of directors of Borrower (1) approving the execution, delivery and
performance of this Agreement and (2) authorizing the Transactions, (B) true and correct copies of
the certificate or articles of formation and operating agreement of Borrower, and (C) the
incumbency and signature of the officers of Borrower executing this Agreement;



                    (v) a certificate of the Secretary or Assistant Secretary of the Acquirer certifying (A) the
resolutions of the board of directors of the Acquirer (i) acknowledging the Credit Agreement and
this Agreement and (ii) authorizing execution, delivery, and performance of the Acquirer Guaranty
(B) true and correct copies of the certificate or articles of incorporation and bylaws of the
Acquirer, and (C) the incumbency and signature of the officers of the Acquirer executing the
Acquirer Guaranty;



9









 





                    (vi) good standing certificates with respect to each of Borrower and the Acquirer issued by
the secretary of state of the respective jurisdiction of formation of each such entity as of a date
no more than thirty (30) days prior to the date hereof;



                    (vii) opinion of Drinker Biddle & Reath LLP, counsel to Borrower, covering such matters
relating to Borrower, this Agreement and the additional documents executed and delivered pursuant
hereto as the Agent may reasonably request;



                    (viii) opinion of McDermott Will & Emery LLP, counsel to the Acquirer, covering such matters
relating to the Acquirer, the Acquirer Guaranty and the Acquirer Pledge Agreement as the Agent may
reasonably request; and



                    (ix) such additional documents, certificates and information as Agent may require pursuant to
the terms hereof or otherwise reasonably request.



               (b) The Transactions shall have been consummated as described in Exhibit A hereto and in
accordance with the agreements delivered by Borrower pursuant to Section 5(a)(ii) of this
Agreement.



               (c) Amendments to the UCC-1 financing statements satisfactory to Agent shall have been filed.



               (d) The representations and warranties set forth in the Credit Agreement shall be true and
correct in all material respects on and as of the date hereof and immediately after consummation of
the Transactions.



          6. Ratification; References; No Waiver. Except as expressly amended by this
Agreement, the Credit Agreement shall continue to be, and shall remain, unaltered and in full force
and effect in accordance with its terms. All references in the Credit Agreement to “this
Agreement,” “hereof,” “hereto” and “hereunder” shall be deemed to be references to the Credit
Agreement as amended hereby, and all references in any of the Other Documents to the Credit
Agreement shall be deemed to be to the Credit Agreement as amended hereby. Except as expressly
provided in Section 2 hereof, this Agreement does not and shall not be deemed to constitute a
waiver by Agent or Lenders of any Default or Event of Default or of any of Agent’s or Lenders’
other rights or remedies.




          7. Release. In consideration of the execution of this Agreement by Agent and Lender,
Borrower hereby releases Agent and Lender and their respective officers, attorneys, agents and
employees from any liability, suit, damage, claim, loss or expense of any kind or nature whatsoever
and howsoever arising that Borrower ever had, now have, or may have against Agent or Lender arising
out of or relating to the Credit Agreement or Agent’s or Lender’s acts or omissions with respect
thereto occurring prior to the date hereof. Borrower further states that it has carefully read the
foregoing release, knows the contents thereof and grants the same as its own free act and deed.




10









 








          8.Miscellaneous.




               (a) Expenses. Borrower agrees to pay all of Agent’s reasonable out-of-pocket expenses
incurred in connection with the preparation, negotiation and execution of this Agreement,
including, without limitation, the reasonable fees and expenses of Ballard Spahr Andrews &
Ingersoll, LLP.



               (b) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.



               (c) Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of Borrower, Agent and Lender and their respective
successors and assigns.



               (d) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which shall constitute one and the same
instrument.



               (e) Headings. The headings of any paragraph of this Agreement are for convenience
only and shall not be used to interpret any provision hereof.



               (f) Modifications. No modification hereof or any agreement referred to herein shall
be binding or enforceable unless in writing and signed on behalf of the party against whom
enforcement is sought.



11









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	RESEARCH PHARMACEUTICAL

SERVICES, INC.

 	 
	 	By:  	/s/ Daniel M. Perlman	 
	 	 	Name:  	Daniel M. Perlman	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION,

    as Lender and as Agent

 	 
	 	By:  	/s/ Craig T. Sheetz	 
	 	 	Name:  	Craig T. Sheetz	 
	 	 	Title:  	Vice President	 
	 




12