exhibit101.htm


    
      
        EXHIBIT
10.1


        CREDIT AND GUARANTY
AGREEMENT

         

        Dated as of
April 4, 2008

         

        by and
among

         

        ALLION HEALTHCARE,
INC.

         

        BIOMED HEALTHCARE,
INC.

         

        ACCESS THERAPEUTICS,
INC.

         

        ATLAS RESPIRATORY
SERVICES, INC.

         

        BIOMED CALIFORNIA,
INC.

         

        BIOMED FLORIDA,
INC.

         

        BIOMED KANSAS,
INC.

         

        BIOMED PA,
INC.

         

        BIOMED PHARMACEUTICALS,
INC.

         

        BIOMED TEXAS,
INC.

         

        ACCESS HEALTHCARE
SERVICES, LLC

         

        MOMS PHARMACY OF
BROOKLYN, INC.

         

        MOMS PHARMACY,
INC.

         

        MOMS PHARMACY,
INC.

         

        MAIL ORDER MEDS OF
FLORIDA, LLC

         

        ORIS HEALTH,
INC.

         

        NORTH AMERICAN HOME
HEALTH SUPPLY, INC.

         

        MEDICINE MADE
EASY

         

        SPECIALTY PHARMACIES,
INC.

         

        Collectively, as the
Borrowers,

         

        CIT HEALTHCARE
LLC,
as Administrative Agent,

         

        and

         

        THE OTHER LENDERS PARTY
HERETO

         

        
           

           

        

        Arranged
By:

         

        CIT CAPITAL SECURITIES LLC,
as
Sole Lead Arranger and Book Runner

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        ARTICLE 1.......... DEFINITIONS AND ACCOUNTING
TERMS............................. 1

         

        1.01.... Defined
Terms....................................................................................................
1

         

        1.02.... Other
Interpretive
Provisions............................................................................
32

         

        1.03.... Accounting
Terms............................................................................................
33

         

        1.04....
Rounding..........................................................................................................
33

         

        1.05.... Times of
Day....................................................................................................
33

         

        ARTICLE 2.......... THE
COMMITMENTS AND CREDIT EXTENSIONS............... 34

         

        2.01....
Loans...............................................................................................................
34

         

        2.02.... Borrowings,
Conversions and Continuations of Loans.......................................
34

         

        2.03....
[Reserved.]......................................................................................................
36

         

        2.04....
[Reserved.]......................................................................................................
36

         

        2.05....
Prepayments....................................................................................................
36

         

        2.06.... Termination or
Reduction of Total Revolving Commitments...............................
38

         

        2.07.... Repayment of
Loans.........................................................................................
38

         

        2.08....
Interest.............................................................................................................
39

         

        2.09....
Fees.................................................................................................................
39

         

        2.10.... Computation of
Interest and
Fees.....................................................................
40

         

        2.11.... Evidence of
Debt..............................................................................................
40

         

        2.12.... Payments
Generally..........................................................................................
40

         

        2.13.... Sharing of
Payments.........................................................................................
42

         

        2.14.... Handling of
Proceeds of Collateral; Cash Dominion; Revolving Loan Account... 43

         

        ARTICLE 3..........
TAXES, YIELD PROTECTION AND ILLEGALITY.................. 44

         

        3.01....
Taxes...............................................................................................................
44

         

        3.02....
Illegality............................................................................................................
48

         

        3.03.... Inability to
Determine
Rates..............................................................................
48

         

        3.04.... Increased Cost
and Reduced Return; Capital Adequacy....................................
48

         

        3.05.... Funding
Losses................................................................................................
49

         

        3.06.... Matters
Applicable to all Requests for
Compensation........................................ 50

         

        3.07....
Survival............................................................................................................
50

         

        ARTICLE 4..........
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS......... 50

         

        4.01.... Conditions of
Initial Credit
Extension.................................................................
50

         

        4.02.... Conditions to
all Credit
Extensions....................................................................
54

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 5..........
REPRESENTATIONS AND WARRANTIES.............................. 55

         

        5.01.... Existence,
Qualification and
Power...................................................................
55

         

        5.02.... Authorization;
No
Contravention.......................................................................
55

         

        5.03.... Governmental
Authorization; Other
Consents.................................................... 56

         

        5.04.... Binding
Effect...................................................................................................
56

         

        5.05.... Financial
Statements; No Material Adverse
Effect............................................. 56

         

        5.06....
Litigation..........................................................................................................
57

         

        5.07.... No
Default.......................................................................................................
57

         

        5.08.... Ownership of
Property;
Liens...........................................................................
57

         

        5.09.... Environmental
Compliance................................................................................
57

         

        5.10....
Insurance.........................................................................................................
58

         

        5.11....
Taxes...............................................................................................................
58

         

        5.12.... ERISA
Compliance..........................................................................................
59

         

        5.13....
Subsidiaries......................................................................................................
59

         

        5.14.... Margin
Regulations; Investment Company
Act.................................................. 60

         

        5.15....
Disclosure........................................................................................................
60

         

        5.16.... Compliance with
Laws.....................................................................................
60

         

        5.17.... Intellectual
Property; Licenses,
Etc....................................................................
61

         

        5.18.... Broker’s
Fees..................................................................................................
62

         

        5.19.... Labor
Matters..................................................................................................
62

         

        5.20.... Business
Locations...........................................................................................
62

         

        5.21.... Perfection of
Security Interests in the
Collateral................................................. 62

         

        5.22....
Solvency..........................................................................................................
62

         

        5.23....
Reserved..........................................................................................................
62

         

        5.24.... Material
Contracts............................................................................................
62

         

        5.25.... Patriot
Act.......................................................................................................
62

         

        5.26.... Fraud and
Abuse..............................................................................................
63

         

        5.27.... Licensing and
Accreditation..............................................................................
63

         

        5.28.... Reimbursement
from Medical Reimbursement Programs....................................
63

         

        5.29.... Medicare and
Medicaid Notices and Filings Related to Health Care Business.... 64

         

        ARTICLE 6..........
AFFIRMATIVE COVENANTS...................................................
64

         

        6.01.... Financial
Statements.........................................................................................
64

         

        6.02.... Certificates;
Other
Information..........................................................................
65

         

        6.03....
Notices............................................................................................................
66

         

        6.04.... Payment of
Obligations.....................................................................................
67

         

        6.05.... Preservation of
Existence,
Etc...........................................................................
68

         

        6.06.... Maintenance of
Properties................................................................................
68

         

        6.07.... Maintenance of
Insurance.................................................................................
68

         

        6.08.... Compliance with
Laws.....................................................................................
69

         

        6.09.... Books and
Records..........................................................................................
69

         

        6.10.... Inspection
Rights..............................................................................................
70

         

        6.11.... Use of
Proceeds...............................................................................................
70

         

        6.12.... Additional
Subsidiaries.....................................................................................
70

         

        6.13.... ERISA
Compliance..........................................................................................
71

         

        6.14.... Pledged
Assets.................................................................................................
71

         

        6.15.... Covenant with
Respect to Environmental Matters..............................................
72

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.16....
Reserved..........................................................................................................
73

         

        6.17.... Lenders
Meetings.............................................................................................
73

         

        6.18.... Post Closing
Covenants....................................................................................
73

         

        6.19.... Interest Rate
Protection....................................................................................
73

         

        ARTICLE 7..........
NEGATIVE COVENANTS..........................................................
74

         

        7.01....
Liens................................................................................................................
74

         

        7.02....
Investments......................................................................................................
75

         

        7.03....
Indebtedness....................................................................................................
76

         

        7.04.... Fundamental
Changes.......................................................................................
77

         

        7.05....
Dispositions......................................................................................................
78

         

        7.06.... Restricted
Payments.........................................................................................
78

         

        7.07.... Change in Nature
of
Business...........................................................................
79

         

        7.08.... Transactions
with Affiliates and
Insiders............................................................
79

         

        7.09.... Burdensome
Agreements..................................................................................
79

         

        7.10.... Use of
Proceeds...............................................................................................
79

         

        7.11.... Amendments of
Certain
Agreements.................................................................
79

         

        7.12.... Organization
Documents; Fiscal Year; Legal Name, State of Formation and 

         

        Form of
Entity..............................................................................................................
80

         

        7.13.... Ownership of
Subsidiaries................................................................................
80

         

        7.14.... Sale and
Leaseback
Transactions.....................................................................
80

         

        7.15....
[Reserved].......................................................................................................
80

         

        7.16.... Account Control
Agreements; Bank Accounts..................................................
80

         

        ARTICLE 8..........
FINANCIAL COVENANTS........................................................
80

         

        8.01.... Financial
Covenants..........................................................................................
81

         

        ARTICLE 9..........
EVENTS OF DEFAULT AND REMEDIES................................. 83

         

        9.01.... Events of
Default..............................................................................................
83

         

        9.02.... Remedies Upon
Event of
Default......................................................................
85

         

        9.03....
[Reserved.]......................................................................................................
86

         

        9.04.... Application of
Funds........................................................................................
86

         

        ARTICLE 10........
GUARANTY................................................................................
87

         

        10.01.. The
Guaranty...................................................................................................
87

         

        10.02.. Obligations
Unconditional.................................................................................
87

         

        10.03..
Reinstatement...................................................................................................
88

         

        10.04..
Waivers...........................................................................................................
88

         

        10.05..
Remedies.........................................................................................................
89

         

        10.06.. Contribution by
Guarantors...............................................................................
90

         

        10.07.. Guarantee of
Payment; Continuing
Guarantee.................................................... 90

         

        10.08.. Subordination of
Other
Obligations...................................................................
90

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 11........ THE
ADMINISTRATIVE AGENT..............................................
91

         

        11.01.. Appointment and
Authorization of Administrative Agent....................................
91

         

        11.02.. Delegation of
Duties.........................................................................................
91

         

        11.03.. Liability of
Administrative
Agent........................................................................
91

         

        11.04.. Reliance by
Administrative
Agent......................................................................
92

         

        11.05.. Notice of
Default..............................................................................................
92

         

        11.06.. Credit Decision;
Disclosure of Information by Administrative Agent...................
92

         

        11.07.. Indemnification
of Administrative
Agent.............................................................
93

         

        11.08.. Administrative
Agent in its Individual
Capacity................................................... 93

         

        11.09.. Successor
Administrative
Agent........................................................................
94

         

        11.10.. Administrative
Agent May File Proofs of
Claim................................................. 94

         

        11.11.. Collateral and
Guaranty
Matters.......................................................................
95

         

        11.12.. Other Agents;
Arrangers and
Managers............................................................
95

         

        11.13.. Cooperation of
Loan
Parties.............................................................................
95

         

        ARTICLE 12........
MISCELLANEOUS.....................................................................
96

         

        12.01.. Amendments,
Etc.............................................................................................
96

         

        12.02.. Notices and Other
Communications; Facsimile Copies......................................
98

         

        12.03.. No Waiver;
Cumulative
Remedies....................................................................
99

         

        12.04.. Attorney Costs,
Expenses.................................................................................
99

         

        12.05.. Indemnification
by the Loan
Parties...................................................................
99

         

        12.06.. Payments Set
Aside........................................................................................
100

         

        12.07.. Successors and
Assigns..................................................................................
101

         

        12.08..
Confidentiality................................................................................................
105

         

        12.09..
Set-off...........................................................................................................
106

         

        12.10.. Interest Rate
Limitation...................................................................................
107

         

        12.11..
Counterparts..................................................................................................
107

         

        12.12..
Integration......................................................................................................
107

         

        12.13.. Survival of
Representations and
Warranties..................................................... 107

         

        12.14..
Severability....................................................................................................
108

         

        12.15.. Replacement of
Lenders.................................................................................
108

         

        12.16.. Governing
Law...............................................................................................
108

         

        12.17.. Waiver of Right
to Trial by
Jury......................................................................
109

         

        12.18.. USA Patriot Act
Notice.................................................................................
109

         

        12.19.. Nonliability of
Lenders....................................................................................
109

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 13........
appointment of THE Borrower representative; joint and several 

         

        liability of the
Borrowers............................................................................................
110

         

        13.01.. Borrower
Representative................................................................................
110

         

        13.02.. Joint and Several
Liability of Borrowers..........................................................
110

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      


      
        SCHEDULES

         

        	
                2.01

                 

              	
                Commitments and Pro Rata Shares

                 

              
	
                4.01

                 

              	
                Subordinated Indebtedness

                 

              
	
                5.10

                 

              	
                Insurance

                 

              
	
                5.13

                 

              	
                Capitalization

                 

              
	
                5.17

                 

              	
                IP Rights

                 

              
	
                5.18

                 

              	
                Broker’s Fees

                 

              
	
                5.20(a)

                 

              	
                Locations of Real Property

                 

              
	
                5.20(b)

                 

              	
                Locations of Tangible Personal
      Property

                 

              
	
                5.20(c)

                 

              	
                Locations of Chief Executive Office

                 

              
	
                5.24

                 

              	
                Material Contracts

                 

              
	
                6.18

                 

              	
                Post-Closing Covenants 

                 

              
	
                7.01

                 

              	
                Liens Existing on the Closing Date

                 

              
	
                7.02

                 

              	
                Investments Existing on the Closing
      Date

                 

              
	
                7.03

                 

              	
                Indebtedness Existing on the Closing
      Date

                 

              
	
                12.02

                 

              	
                Certain Addresses for Notices

                 

              


         

         

        EXHIBITS 

         

        	
                A-1

                 

              	
                Form of Loan Notice

                 

              
	
                B-1

                 

              	
                Form of Revolving Note

                 

              
	
                B-2

                 

              	
                Form of Term Note

                 

              
	
                C

                 

              	
                Form of Compliance Certificate

                 

              
	
                D

                 

              	
                Form of Assignment and Assumption
      Agreement

                 

              
	
                E

                 

              	
                Form of Joinder Agreement

                 

              
	
                F

                 

              	
                Form of Landlord Agreement 

                 

              
	
                G

                 

              	
                Form of Subordination Agreement

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        CREDIT AND GUARANTY
AGREEMENT

         

        This CREDIT AND GUARANTY
AGREEMENT is entered into as of April 4, 2008 among, ALLION HEALTHCARE, INC., a
Delaware corporation (“ Holdings ”), Biomed Healthcare,
Inc., a Delaware corporation, Access Therapeutics, Inc., a Delaware corporation,
Atlas Respiratory Services, Inc., a Delaware corporation, Biomed California,
Inc., a California corporation, Biomed Florida, Inc., a Florida corporation,
Biomed Kansas, Inc., a Kansas corporation, Biomed Pa, Inc., a Pennsylvania
corporation, Biomed Pharmaceuticals, Inc., a Delaware corporation, Biomed Texas,
Inc., a Texas corporation, Access Healthcare Services, LLC, a Pennsylvania
limited liability company, Moms Pharmacy of Brooklyn, Inc., a New York
corporation, Moms Pharmacy, Inc., a California corporation, Moms Pharmacy, Inc.,
a New York corporation, Mail Order Meds of Florida, LLC, a Florida limited
liability company, Oris Health, Inc., a California corporation, North American
Home Health Supply, Inc., a California corporation, Medicine Made Easy, a
California corporation, Specialty PharmacIES, Inc., a Washington corporation and
such other Persons joined hereto as a Borrower from time to time (each a
“ Borrower ” and together with Holdings, the “ Borrowers ”),
the Guarantors (as hereinafter defined) from time to time party hereto, the
Lenders (as hereinafter defined) from time to time party hereto, and CIT
HEALTHCARE LLC, as Administrative Agent.

         

        The Borrowers have requested that
the Lenders provide $55,000,000 in credit facilities for the purposes set forth
herein and the Lenders are willing to do so on the terms and conditions set
forth herein.

         

        In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:

         

        ARTICLE 1

DEFINITIONS AND ACCOUNTING
TERMS

        1.01         
 Defined Terms .  As used in
this Agreement, the following terms shall have the meanings set forth
below:

        “ Accounts ” means all of the Loan Parties’ present and
future:  (a) accounts (as defined in the UCC); (b) instruments,
documents, chattel paper (including electronic chattel paper) (all as defined in
the UCC); (c) reserves and credit balances arising in connection with or
pursuant to this Agreement; (d) guaranties, (e) other supporting
obligations, payment intangibles and letter of credit rights (all as defined in
the UCC); (f) property, including notes and deposits, of the Loan Parties’
account debtors securing the obligations owed by such account debtors to the
Loan Parties; and (g) all proceeds of any of the foregoing.

         

        “ Acquisition ” by any Person, means the acquisition by
such Person, in a single transaction or in a series of related transactions, of
all or any substantial portion of the Property of another Person or all or a
portion of the Capital Stock of another Person, in each case whether or not
involving a merger or consolidation with such other Person and whether for cash,
property, services, assumption of Indebtedness, securities or
otherwise.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Administrative Agent ” means CIT Healthcare LLC in its
capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent.

         

        “ Administrative Agent’s Bank Account ” means the
Administrative Agent’s bank account number 304909629, ABA No. 021000021 at
JPMorgan Chase Bank NA in New York, New York, Reference:  Allion
Healthcare. 

         

        “ Administrative Agent’s Office ” means the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule
12.02  or such other address or account as the Administrative Agent
may from time to time notify the Borrowers and the Lenders.

         

        “ Administrative Questionnaire ” means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

         

        “ Affiliate ” means, with respect to any Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is controlled by or is under common Control with the Person
specified.

         

        “ Agent-Related Persons ” means the Administrative Agent,
together with its Affiliates (including, in the case of CIT Healthcare LLC in
its capacity as the Administrative Agent and CIT Capital Securities LLC in its
capacity as the Arranger), and its Approved Funds, and the officers, directors,
employees, agents, advisors, auditors and Controlling Persons and
attorneys-in-fact of such Persons and Affiliates; provided, however, that no
Agent-Related Person shall be an Affiliate of the Borrowers or the
Guarantors.

         

        “ Aggregate
Payments ” has the meaning set forth in
Section 10.06 .

         

        “ Agreement ” means this Credit and Guaranty Agreement, as
amended, modified, restated, supplemented and extended from time to
time.

         

        “ AmerisourceBergen Contract ” means that certain supply
agreement by and between Holdings and AmerisourceBergen Drug Corporation dated
September 15, 2003, as amended from time to time.

         

        “ AmerisourceBergen Subordination Agreement ” means that
certain Subordination Agreement by and between AmerisourceBergen Drug
Corporation and Administrative Agent dated as of even date
herewith.

         

        “ Applicable Margin ” means the following percentages per
annum:  3.00% for Base Rate Loans and 4.00% for LIBOR Loans.

         

        “ Approved
Fund ” means (i) any Person (other than a natural person) engaged in
making, purchasing, holding, or investing in commercial loans and similar
extensions of credit and that is advised, administered, or managed by a Lender,
an Affiliate of a Lender (or an entity or an Affiliate of an entity that
administers, advises or manages a Lender); (ii) with respect to any Lender that
is an investment fund, any other investment fund that invests in loans and that
is advised, administered or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor; and (iii) any third party
which provides “warehouse financing” to a Person described in the preceding
clause (i) or (ii) (and any Person described in said clause (i) or (ii) shall
also be deemed an Approved Fund with respect to such third party providing such
warehouse financing).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Arranger ” means CIT Capital Securities LLC, in its
capacity as sole lead arranger and book runner.

         

        “ Assignment and Assumption ” means an Assignment and
Assumption Agreement substantially in the form of
Exhibit D .

         

        “ Attorney
Costs ” means and includes all fees, expenses and disbursements of any
law firm or other external counsel.

         

        “ Attributable Indebtedness ” means, on any date, in
respect of any Capital Lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP.

         

        “ Audited
Pre-Closing Financial Statements ” means, collectively, (i) the
unaudited consolidated balance sheet of Target and its Subsidiaries for the
Fiscal Year ended December 31, 2007, and the related consolidated statements of
income or operations, shareholders’ equity and cash flows of Target and its
Subsidiaries for such Fiscal Year, including the notes thereto and (ii) the audited consolidated
balance sheet of Holdings and its Subsidiaries for the Fiscal Year ended
December 31, 2007, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries
for such Fiscal Year, including the notes thereto.

         

        “ Availability Period ” means, with respect to the Revolving
Commitments, the period from and including the Closing Date to the earliest of
(a) the Revolving Loan Maturity Date, (b) the date of termination of
the Revolving Commitments pursuant to Section 2.06 , and (c) the
date of termination of the commitment of each Lender to make Loans pursuant to
Section 9.02.  

         

        “ Bankruptcy Code ” means Title 11 of the United States
Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor
statute.

         

        “ Base
Rate ” means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% or (b) the rate of
interest in effect for such day as publicly announced from time to time by
JPMorgan Chase Bank as its “prime rate” in effect for such day. 
  Any change in the “prime rate” announced by JPMorgan Chase Bank
shall take effect without notice to the Borrowers at the opening of business on
the day specified as the effective date of change in the public announcement or
publication of such change.  The Base Rate is not necessarily the lowest
rate of interest charged by Lenders in connection with extensions of
credit.

         

        “ Base Rate
Loan ” means a Loan that accrues interest by reference to the Base
Rate in accordance with the terms of this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Blocked
Account ” means each bank account that is established by the Borrowers
pursuant to Section 2.14(c)  of this Agreement and subject to
a Blocked Account Agreement.

         

        “ Blocked
Account Agreement ” means a three-party agreement in form and
substance reasonably satisfactory to the Administrative Agent among the
Administrative Agent, the applicable Borrowers and the bank that will maintain
the Blocked Account in which the Borrowers have issued Standing Transfer
Instructions.

         

        “ Borrower
Representative ” means Holdings, in its capacity as the borrowing
agent on behalf of itself and the Borrowers.

         

        “ Borrowers ” has the meaning specified in the
introductory paragraph hereto.

         

        “ Borrowing ” means a borrowing consisting of simultaneous
Loans of the same Type and, in the case of LIBOR Loans, having the same Interest
Period made by the Lenders pursuant to Sections 2.01 and
2.02. 

         

        “ Business
Day ” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent’s Office is located and, if
such day relates to any LIBOR Loan, means any such day meeting the above
requirements on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.

         

        “ Businesses ” means, at any time, a collective reference
to the businesses operated by the Borrowers and their Subsidiaries at such
time.

         

        “ Capital
Expenditures ” means, with respect to any Person, all expenditures
which, in accordance with GAAP, would be required to be capitalized and shown on
the balance sheet of such Person, including expenditures in respect of Capital
Leases.

         

        “ Capital
Lease ” means, with respect to any Person, any lease of any property
(whether real, personal or mixed) by such Person as lessee which would, in
accordance with GAAP, be required to be accounted for as a capital lease on the
balance sheet of such Person.

         

        “ Capital
Stock ” means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interest in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

         

        “ Cash
Control Period ” means the period of time commencing upon the
occurrence and continuation of an Event of Default.  For purposes of this
Agreement, a Cash Control Period shall be deemed to remain outstanding from the
initial date of any Cash Control Period until the earlier of (a) the waiver
of such Event of Default by the Required Lenders, or (b) the Termination
Date.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Cash
Equivalents ” means, as at any date, (a) securities issued or directly
and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits
and certificates of deposit of (i) any Lender, (ii) any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500,000,000 or (iii) any bank whose short term commercial paper rating
from S&P is at least A1 or the equivalent thereof or from Moody’s is at
least P1 or the equivalent thereof (any such bank being an “ Approved
Bank ”), in each case with maturities of not more than 270 days
from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any
variable rate notes issued by, or guaranteed by, any domestic corporation rated
A1 (or the equivalent thereof) or better by S&P or P1 (or the equivalent
thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a
bank or trust company (including any of the Lenders) or recognized securities
dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States in which such
Person shall have a perfected first priority security interest (subject to no
other Liens) and having, on the date of purchase thereof, a fair market value of
at least 100% of the amount of the repurchase obligations and
(e) Investments, classified in accordance with GAAP as current assets, in
money market investment programs registered under the Investment Company Act of
1940, as amended, which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a)
through (d).

         

        “ Change of
Control ” means, at any time, (i) any Person (other than Raymond A.
Mirra, who may own more than 35% of the direct or indirect beneficial ownership
on a fully diluted basis of the voting and/or economic interest in the Capital
Stock of Holdings, so long as such ownership in excess of 24% is acquired in
connection with Earnout Payments) or “group” (within the
meaning of Rules 13d 3 and 13d 5 under the Exchange Act) shall have
acquired beneficial ownership of thirty-five percent (35%) or more on a fully
diluted basis of the voting and/or economic interest in the Capital Stock of
Holdings, (ii) the majority of the seats (other than vacant seats) on the
board of directors (or similar governing body) of Holdings cease to be occupied
by Persons who are Incumbent Directors; or (iii) Holdings shall cease to
beneficially own and control one hundred percent (100%), on a fully diluted
basis, of the economic and voting interests in the Capital Stock of any Borrower
or any Guarantor; or (iv) a “Change of Control” or any term of similar
effect, as defined in the document governing any Subordinated Indebtedness of
any Loan Party or any Subsidiary thereof.

         

        “ CIT
Capital ” means CIT Capital Securities, LLC, and its successors and
assigns.

         

        “ Closing
Date ” means April 4, 2008.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ CMS ” means the Centers for Medicare and Medicaid
Services of HHS and any successor thereof and any predecessor thereof, including
the United States Health Care Financing Administration.

         

        “ Collateral ” means, collectively, all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
granted (or were intended to be granted) pursuant to and in accordance with the
terms of the Collateral Documents.

         

        “ Collateral Assignment of Agreement ” means that certain
Collateral Assignment of Agreement and Plan of Merger executed by each of the
applicable Loan Parties in favor of the Administrative Agent under and pursuant
to which such Loan Parties collaterally assign to the Administrative Agent all
of their rights and remedies to certain agreements, in each case as amended,
supplemented, modified, replaced, substituted for or restated from time to time
and all exhibits and schedules attached thereto.

         

        “ Collateral Documents ” means, collectively, the Security
Agreement, the Landlord Agreements, the Collateral Assignment of Agreements, the
Deposit Account Control Agreements, the Deposit Account Restriction Agreements,
the Blocked Account Agreements and such other security documents as may be
executed and delivered by the Loan Parties pursuant to the terms of
Section 6.14 .

         

        “ Commitment ” means, as to each Lender, the Revolving
Commitment and/or the Term Loan Commitment, as applicable, set forth opposite
such Lender’s name on Schedule 2.01  or in the Register, as
applicable, as the same may be reduced or modified at any time and from time to
time pursuant to the terms hereof.

         

        “ Compliance Certificate ” means a certificate substantially
in the form of Exhibit C .

         

        “ Concentration Account ” means the bank account number
003922594898, ABA number 052001633 for ACH and EFT transfer and ABA number
026009593 for wire transfers with the account name Allion Healthcare, Inc.,
maintained by Borrower Representative at Bank of America at 10 Light Street,
Baltimore, Maryland 21202 and subject to a Deposit Account Control
Agreement.

         

        “ Consolidated Capital Expenditures ” means, for any period,
for Loan Parties and their Subsidiaries on a consolidated basis, all Capital
Expenditures, as determined in accordance with GAAP; provided ,
however , that Consolidated Capital Expenditures shall not include
(a) expenditures made with proceeds of any Involuntary Disposition to the extent
such expenditures are used to purchase Property that is the same as or similar
to the Property subject to such Involuntary Disposition or (b) Permitted
Acquisitions.

         

        “ Consolidated EBITDA ” means, for any period for the
Consolidated Group on a consolidated basis (without duplication), an amount
equal to Consolidated Net Income for such period plus the following to
the extent deducted in calculating such Consolidated Net Income: 
(a) Consolidated Interest Charges for such period, (b) the provision
for federal, state, local and foreign income taxes payable by the Consolidated
Group for such period, (c) the amount of depreciation and amortization
expense for such period, (d) restructuring charges, accruals or reserves related
to the Target Merger, (e) extraordinary losses, unusual or non-recurring
charges, and (f) all other non-recurring non-cash charges (including
non-cash stock or equity compensation) reasonably acceptable to Administrative
Agent and for which no cash outlay prior to the Termination Date is foreseeable;
and minus  the following to the extent included in calculating such
Consolidated Net Income:  (w) Consolidated Interest Income,
(x) income tax credits (to the extent not netted from income taxes
payable), (y) any extraordinary, unusual or non-recurring income or gains
(including gains on the sale of assets outside the ordinary course of business)
and related tax effects thereon and (z) all non-cash income, for the period
of the four (4) Fiscal Quarters ended on such date; provided, however, that such
calculation as of the Fiscal Quarter ending June 30, 2008 shall be for the most
recent fiscal quarterly period ending on such date on a cumulative, annualized
basis; such calculation as of the Fiscal Quarter ending September 30, 2008 shall
be for the two (2) most recent fiscal quarterly periods ending on such date on a
cumulative, annualized basis; and such calculation as of the Fiscal Quarter
ending December 31, 2008 shall be for the three (3) most recent fiscal quarterly
periods ending on such date on a cumulative, annualized basis.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Consolidated Fixed Charges ” means, for any period for
the Consolidated Group on a consolidated basis, an amount equal to the sum of
(a) the cash portion of Consolidated Interest Charges for such period plus
(b) Consolidated Scheduled Funded Debt Payments for such period plus
(c) taxes paid in cash for such period, all as determined in accordance
with GAAP.

         

        “ Consolidated Fixed Charges Coverage Ratio ” means, as of
any date of determination, the ratio of (a) Consolidated EBITDA for the
period of the four (4) Fiscal Quarters ended on such date less Capital
Expenditures made in such period to (b) Consolidated Fixed Charges for the
period of four (4) Fiscal Quarters ended on such date; provided, however, that
such calculation as of the Fiscal Quarter ending June 30, 2008 shall be for the
most recent fiscal quarterly period ending on such date on a cumulative,
annualized basis; such calculation as of the Fiscal Quarter ending September 30,
2008 shall be for the two (2) most recent fiscal quarterly periods ending on
such date on a cumulative, annualized basis; and such calculation as of the
Fiscal Quarter ending December 31, 2008 shall be for the three (3) most recent
fiscal quarterly periods ending on such date on a cumulative, annualized
basis.

         

        “ Consolidated Funded Indebtedness ” means Funded
Indebtedness of Loan Parties and their Subsidiaries on a consolidated basis
determined in accordance with GAAP.

         

        “ Consolidated Group ” means the Loan Parties and their
Subsidiaries.

         

        “ Consolidated Interest Charges ” means, for any period,
the interest expense (including any rent expense for such period under Capital
Leases that is treated as interest in accordance with GAAP) of the Consolidated
Group for such period with respect to all outstanding Indebtedness of the
Consolidated Group (including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance financing
and net costs under Hedge Agreements in respect of interest rates to the extent
such net costs are allocable to such period in accordance with GAAP), determined
on a consolidated basis in accordance with GAAP.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Consolidated Interest Income ” means, for any period,
the interest income of the Consolidated Group for such period, determined on a
consolidated basis in accordance with GAAP.

         

        “ Consolidated Net Income ” means, for any period for the
Consolidated Group on a consolidated basis, the net income of the Consolidated
Group for such period as determined in accordance with GAAP;
provided  that there shall be excluded (a) the income (or
deficit) of any Person (other than a Subsidiary of a Borrower) in which a
Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by such Borrower or such
Subsidiary in the form of dividends or similar distributions, (b) the
undistributed earnings of any Subsidiary of the Borrower to the extent that the
declaration of payment or dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation,
governing document or Law applicable to such Subsidiary and (c) the income
(or deficit) of any Subsidiary of any Borrower which is not a
Guarantor.

         

        “ Consolidated Scheduled Funded Debt Payments ” means, for any
period for the Consolidated Group on a consolidated basis, the sum of all
scheduled payments of principal on Consolidated Funded Indebtedness scheduled to
be paid during such period, as determined in accordance with GAAP.  For
purposes of this definition, payments of principal scheduled to be paid
(a) shall be determined after giving effect to any reduction of such
scheduled payments resulting from the application of any voluntary prepayments
made during the applicable period, (b) shall be deemed to include the
Attributable Indebtedness in respect of Capital Leases, Synthetic Leases and
Sale and Leaseback Transactions, (c) shall not include any mandatory
prepayments required pursuant to Section 2.05 , and (d) shall
be determined without giving effect to the Following Business Day
Convention.

         

        “ Consolidated Senior Leverage Ratio ” means, as of any
date of determination, the ratio of (a) Consolidated Funded Indebtedness
(other than Subordinated Indebtedness) as of such date to (b) Consolidated
EBITDA.

         

        “ Consolidated Total Leverage Ratio ” means, as of any
date of determination, the ratio of (a) Consolidated Funded Indebtedness as
of such date (other than Subordinated Indebtedness associated with the Qualified
Seller Notes) to (b) Consolidated EBITDA.

         

        “ Contract
Provider ” means any Person or any employee, agent or subcontractor of
such Person who provides professional health care services under or pursuant to
any employment arrangement or contract with any Borrower or any
Subsidiary.

         

        “ Contractual Obligation ” means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its Property is bound.

         

        “ Contributing Guarantors ” has the meaning set forth in
Section 10.06 .

         

        “ Control ” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise.  “ Controlling ” and “ Controlled ” have
meanings correlative thereto.  Without limiting the generality of the
foregoing, a Person shall be deemed to be controlled by another Person if such
other Person possesses, directly or indirectly, power to vote 10% or more of the
securities having ordinary voting power for the election of directors, managing
general partners or the equivalent.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Credit
Extension ” means a Borrowing.

         

        “ Debt
Issuance ” means the issuance of any Indebtedness for borrowed money by any
Loan Party other than Indebtedness permitted under
Section 7.03 .

         

        “ Debtor
Relief Laws ” means the Bankruptcy Code, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

         

        “ Default ” means any event or condition that constitutes
an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.

         

        “ Default
Rate ” means when used with respect to Obligations, an interest rate equal to
(i) the Base Rate plus (ii) the Applicable Margin, if any,
applicable to Base Rate Loans plus (iii) 2% per annum;
provided , however , that with respect to a LIBOR Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus 2% per annum, in all
cases to the fullest extent permitted by applicable Laws.  Interest
accruing at the Default Rate shall be immediately payable upon
demand.

         

        “ Defaulting Lender ” means any Lender that (a) has failed
to fund any portion of the Loans required to be funded by it hereunder within
one (1) Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one (1) Business Day of
the date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding
under any Debtor Relief Laws.

         

        “ Deposit
Account Control Agreement ” means an agreement among a Loan Party, a
depository institution, and the Administrative Agent, which agreement is in a
form reasonably acceptable to the Administrative Agent and which provides the
Administrative Agent with “control” (as such term is used in Article 9 of the
UCC) over the deposit account(s) described therein, as the same may be amended,
modified, extended, restated, replaced, or supplemented from time to time, and
contains such other terms and conditions as Administrative Agent may reasonably
require, including as to any such agreement pertaining to any deposit account,
providing that such depository institution shall wire, or otherwise transfer, in
immediately available funds, on a daily basis (or such other periodic basis
acceptable to Administrative Agent) to the Concentration Account (or, at
Administrative Agent’s option during a Cash Control Period, to Administrative
Agent’s Bank Account) all funds received or deposited into such deposit
account.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Deposit
Account Restriction Agreement ” means an agreement among a Borrower, a
depository institution, and the Administrative Agent, which agreement is in a
form reasonably acceptable to the Administrative Agent covering deposit accounts
into which proceeds of Accounts from Governmental Account Debtors are paid
directly by the Governmental Account Debtor, and which agreement contains such
terms and conditions as Administrative Agent may reasonably require, including a
requirement that such depository institution shall wire, or otherwise transfer,
in immediately available funds, on a daily basis (or such other periodic basis
acceptable to Administrative Agent) to the Concentration Account (or, at
Administrative Agent’s option during a Cash Control Period, to Administrative
Agent’s Bank Account) all funds received or deposited into such deposit account
unless the applicable Borrower shall otherwise instruct the bank in writing,
subject to the limitations set forth in the Deposit Account Restriction
Agreement and the other Loan Documents.

         

        “ Disposition ” or “ Dispose ” means the sale,
transfer, license, lease or other disposition of any Property by any Loan Party
or any Subsidiary (including the Capital Stock of any Subsidiary), including any
Sale and Leaseback Transaction and including any sale, assignment, transfer or
other disposal, with or without recourse, of any notes or accounts receivable or
any rights and claims associated therewith, but excluding (a) the sale,
lease, license, transfer or other disposition of inventory in the ordinary
course of business of the Loan Parties and their Subsidiaries, (b) the
sale, lease, license, transfer or other disposition of machinery and equipment
no longer used or useful in the conduct of business of the Loan Parties and
their Subsidiaries, (c) any sale, lease, license, transfer or other
disposition of Property by any Loan Party or any Subsidiary to any other Loan
Party, (d) any Involuntary Disposition by any Loan Party or any Subsidiary
and (e) any license of any IP Rights by any Loan Party or any Subsidiary in
the ordinary course of business.

         

        “ Dollar ” and “ $ ” mean lawful money of the
United States.

         

        “ Earnout
Payment ” means any payment (whether in the form of cash, stock or a
note) of the Earnout Payment Amount (as defined in the Target Merger
Agreement).

         

        “ Environmental Laws ” means the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. § 9601, et
seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 5101,
et seq .), the Resource Conservation and Recovery Act (42 U.S.C.
§ 6901, et seq .), the Federal Clean Water Act (33 U.S.C.
§ 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401
et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601
et seq .), the Safe Drinking Water Act (42 U.S.C. § 300f to
300j-26 et seq .), the Oil Pollution Act of 1990 (33 U.S.C.
§ 2701 et seq .) and the Occupational Safety and Health Act
(29 U.S.C. § 651 et seq .), as such laws may be amended
or otherwise modified from time to time, and any other federal, state, local,
foreign and other applicable statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or governmental restrictions and common law relating to pollution,
the protection of the environment, natural resources, human health or the
release of any materials into the environment, including those related to
Hazardous Materials, hazardous substances or wastes, indoor and outdoor air
emissions, soil, groundwater, wastewater, surface water, stormwater, wetlands,
sediment and discharges of wastewater to  public treatment
systems.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Environmental Liability ” means any liability,
contingent or otherwise (including any liability for damages, losses, punitive
damages, consequential damages, costs of environmental investigation and
remediation, fines, penalties, indemnities or expenses (including all reasonable
fees, disbursements and expenses of counsel, experts and consultants)), of the
Borrowers or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the
foregoing.

         

        “ Equity
Issuance ” means any issuance by any Loan Party or any Subsidiary
thereof to any Person of shares of its Capital Stock, other than any issuance of
shares of Capital Stock by Holdings (a) pursuant to the exercise of options
or warrants, (b) pursuant to the conversion of any debt securities to equity or
the conversion of any class equity securities to any other class of equity
securities, (c) as consideration for or to finance a Permitted Acquisition
and (d) to officers and employees pursuant to employee benefit or incentive
plans or other similar arrangements.  The term “Equity Issuance” shall not
be deemed to include any Disposition.

         

        “ ERISA ” means the Employee Retirement Income Security
Act of 1974 and any successor thereto.

         

        “ ERISA
Affiliate ” means any corporation, trade or business (whether or not
incorporated) under common control with a Borrower within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and
Sections 414(m) and (o) of the Internal Revenue Code for purposes of
provisions relating to Section 412 of the Internal Revenue Code).  Any
former ERISA Affiliate of a Borrower or any of its Subsidiaries shall continue
to be considered an ERISA Affiliate of a Borrower or any of its Subsidiaries
within the meaning of this definition with respect to the period such entity was
an ERISA Affiliate of a Borrower or any of its Subsidiaries and with respect to
liabilities arising after such period for which a Borrower or any of its
Subsidiaries could be liable under the Internal Revenue Code or
ERISA.

         

        “ ERISA
Event ” means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by a Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA;
(d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon a
Borrower or any ERISA Affiliate; (g) the occurrence of an act or omission
which could give rise to the imposition on a Borrower or any ERISA Affiliate of
fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409, Section 502(c), (i) or (l), or
Section 4071 of ERISA in respect of any Plan; (h) the assertion of a
material claim (other than routine claims for benefits) against any Plan other
than a Multiemployer Plan or the assets thereof, or against the Borrowers or any
ERISA Affiliate in connection with any Plan; (i) receipt from the IRS of
notice of the failure of any Pension Plan (or any other Plan intended to be
qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Internal Revenue Code; (j) the imposition
of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code
or pursuant to ERISA with respect to any Pension Plan; (k) the commencement
of any administrative investigation, audit or other administrative proceeding by
the Department of Labor, IRS or other Governmental Authority, including any
voluntary compliance submission through the IRS’s Employee Plans Compliance
Resolution System or the Department of Labor’s Voluntary Fiduciary Correction
Program; or (l) the occurrence of a non-exempt “prohibited transaction”
within the meaning of Section 406 of ERISA or Section 4975 of the
Internal Revenue Code.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Eurodollar Reserve Percentage ” the daily average during
the preceding month of the aggregate maximum reserve requirement (expressed as a
decimal) then imposed under Regulation D of the Board of Governors of the
Federal Reserve System (or any successor thereto) for “Eurocurrency Liabilities”
(as defined therein).

         

        “ Event of
Default ” has the meaning specified in Section
9.01 .

         

        “ Exchange
Act ” means the Securities Exchange Act of 1934, as
amended.

         

        “ Excluded
Account ” means any deposit account that is used solely for payment of
payroll, bonuses, other compensation and related expenses, and deposit accounts
that do not, in the aggregate, have a balance in excess of $500,000 at any
time.

         

        “ Excluded
Property ” means, with respect to any Loan Party (a) any owned or
leased real or personal Property which is located outside of the United States
unless requested by the Required Lenders, (b) any leased Real Property,
(c) any personal Property (including motor vehicles) in respect of which
perfection of a Lien is not governed by the UCC, unless requested by the
Required Lenders, and (d)  other than Accounts, any lease, license or other
asset over which the granting of a security interest in such asset is prohibited
by contractual restrictions or applicable Law and would result in the
termination of such lease or license, but only to the extent that (i) in
the case of contractual restrictions after reasonable efforts, consent from the
relevant party or parties has not been obtained and (ii) any such
prohibition could not be rendered ineffective pursuant to the UCC or any other
applicable law (including Debtor Relief Laws) or principles of
equity.

         

        “ Exclusion
Event ” means an event or events resulting in the exclusion of any
Borrower or any Subsidiary or any of the Facilities from participation in any
Medical Reimbursement Program.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Existing
Credit Agreement ” means that certain Amended and Restated Financing
Agreement by and among CIT Healthcare LLC, as lender, and Target and certain of
its Affiliates, as borrowers, dated October 15, 2007 (as amended from time to
time).

         

        “ Existing
Seller Notes ” means, collectively, the following unsecured promissory
notes: (i) that certain Promissory Note dated October 5, 2007 executed by Biomed
America, Inc. in favor of Raymond A. Mirra, Jr. in the principal amount of
$3,000,000, (ii) that certain Promissory Note dated December 31, 2007 executed
by Biomed America, Inc., Biomed Pharmaceuticals, Inc., Biomed California, Inc.,
Biomed Florida, Inc., Biomed Kansas, Inc., Biomed PA, Inc. and Biomed Texas,
Inc. in favor of RAM Capital Group, LLC, in the principal amount of $218,535 and
(iii) that certain Promissory Note dated September 30, 2006 executed by
Apogenics Healthcare, Inc. in favor of RAM Capital Group, LLC in the principal
amount of $425,000.

         

        “ Facilities ” means, at any time, the facilities and real
properties owned, leased, managed or operated by any Loan Party or any
Subsidiary, from which any Loan Party or any Subsidiary provides or furnishes
goods or services.

         

        “ Fair
Share ” has the meaning set forth in Section
10.06 .

         

        “ Fair
Share Contribution Amount ” has the meaning set forth in Section
10.06 .

         

        “ Federal
Funds Rate ” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
CIT Healthcare on such day on such transactions as determined by the
Administrative Agent, in its sole discretion.

         

        “ Fee
Letter ” means the letter agreement dated as of March 13, 2008 among
the Borrowers, the Administrative Agent and the Arranger.

         

        “ Fiscal
Quarter ” means a fiscal quarter of any Fiscal Year.

         

        “ Fiscal
Year ” means the fiscal year of Loan Parties and their Subsidiaries or
Target, as applicable, ending on December 31 of each calendar
year.

         

        “ Following
Business Day Convention ” means a contractual provision or provision
of applicable Laws pursuant to which a scheduled date for payment or performance
of an obligation, which date is not a Business Day, is extended to the first
following day that is a Business Day.

         

        “ Foreign
Lender ” has the meaning specified in
Section 3.01(f) .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ FRB ” means the Board of Governors of the Federal
Reserve System of the United States.

         

        “ Funded
Indebtedness ” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

         

        (a)               
obligations for borrowed money, whether current or long-term
(including the Obligations and any Subordinated Indebtedness) and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;

        (b)              
all purchase money indebtedness;

        (c)               
the principal portion of all obligations under conditional sale or
other title retention agreements relating to Property purchased by such Person
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business);

        (d)              
the maximum amount available to be drawn under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;

        (e)               
all obligations in respect of the deferred purchase price of
Property or services (other than trade accounts payable in the ordinary course
of business);

        (f)                
Attributable Indebtedness in respect of Capital
Leases;

        (g)               
all preferred stock or other equity interests providing for
mandatory redemptions sinking fund or like payments prior to the Term Loan
Maturity Date (except to the extent payable in common stock);

        (h)               
all Funded Indebtedness of others secured by (or for which the
holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, Property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed; and

        (i)                 
all Guarantees with respect to Funded Indebtedness of the types
specified in clauses (a) through (h) above of another
Person.

        “ Funding
Guarantor ” has the meaning set forth in
Section 10.06 .

         

        “ GAAP ” means generally accepted accounting principles in
the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board,
consistently applied and as in effect from time to time.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Governmental Account Debtor ” means an account debtor
making payments under Medicare, Medicaid and TRICARE and any other health care
program operated by or financed in whole or in part by any foreign or domestic
federal, state or local government.

         

        “ Governmental Approvals ” means any and all Permits of
each Governmental Authority issued or required under Laws applicable to the
business of any Borrower or any of its Subsidiaries or necessary in the sale,
furnishing, or delivery of goods or services under Laws applicable to the
business of any Borrower or any of its Subsidiaries.

         

        “ Governmental Authority ” means any nation or government,
any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to
government.

         

        “ Governmental Reimbursement Program Cost ” means with
respect to and payable by the Borrowers and their Subsidiaries the sum
of:

         

        (a)               
amounts (including punitive and other similar amounts) agreed to be
paid or payable (i) in settlement of claims or (ii) as a result of a
final, non-appealable judgment, award or similar order, in each case, relating
to participation in Medical Reimbursement Programs;

        (b)              
all final, non-appealable fines, penalties, forfeitures or other
amounts rendered pursuant to criminal indictments or other criminal proceedings
relating to participation in Medical Reimbursement Programs; and

        (c)               
the amount of final, non-appealable recovery, damages, awards,
penalties, forfeitures or similar amounts rendered in any litigation, suit,
arbitration, investigation, review or other legal or administrative proceeding
of any kind relating to participation in Medical Reimbursement
Programs.

        “ Guarantee ” means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “ primary obligor ”) in any
manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation,
(ii) to purchase or lease property, securities or services for the purpose
of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of
such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such
Person.  The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith.  The term “Guarantee”
as a verb has a corresponding meaning.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Guaranteed Obligations ” has the meaning set forth in
Section 10.01 .

         

        “ Guarantor ” means all future direct or indirect
Subsidiaries of Borrowers (unless such Subsidiary is a Borrower).

         

        “ Guaranty ” means the guaranty made by each Guarantor in
favor of the Administrative Agent, the Lenders and the other Secured Parties
pursuant to Article 10 .

         

        “ HHS ” means the United States Department of Health and
Human Services and any successor thereof.

         

        “ HIPAA ” means the Health Insurance Portability and
Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat.
1936.

         

        “ Hazardous
Materials ” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, lead-based paint, toxic mold or fungus, radon gas,
infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

         

        “ Healthcare Laws ” means all federal and state laws
applicable to the business of Borrower regulating the provision of and payment
for healthcare services, including HIPAA, Section 1128B(b) of the Social
Security Act, as amended, 42 U.S.C. Section 1320a-7b (Criminal Penalties
Involving Medicare or State Health Care Programs), commonly referred to as the
“Federal Anti-Kickback Statute,” and Section 1877 of the Social Security Act, as
amended, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals),
commonly referred to as “Stark Statute,” and all rules and regulations
promulgated thereunder, including the Medicare Regulations and the Medicaid
Regulations, the Federal Food, Drug & Cosmetic Act (21 U.S.C. §§ 301 et
seq.) and the regulations promulgated pursuant thereto, the Medicare
Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No.
108-173) and the regulations promulgated pursuant thereto, and quality, safety
and accreditation standards and requirements of all applicable state laws or
regulatory bodies, and all rules and regulations promulgated under any of the
foregoing.

         

        “ Healthcare Permit ” means a Governmental Approval
required under Healthcare Laws applicable to the business of any Borrower or any
of its Subsidiaries or necessary in the sale, furnishing, or delivery of goods
or services under Healthcare Laws applicable to the business of any Borrower or
any of its Subsidiaries.

         

        “ Hedge
Agreement ” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a “ Master
Agreement ”), including any such obligations or liabilities under any
Master Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Hedge
Party ” means any Person that is a counterparty to a Hedge Agreement
with a Loan Party.

         

        “ Holdings ” has the meaning specified in the introductory
paragraph hereto.

         

        “ Holdings
Unadjusted 2007 EBITDA ” means EBITDA as defined in the annual
unaudited financial statements of Holdings for the fiscal year ending December
31, 2007, in the amount of $7,948,000.

         

        “ Incumbent
Directors ” means those Persons who were members of the board of
directors of Holdings on the closing Date (it being acknowledged and agreed that
the two members of the board of directors of Holdings to be appointed by the
former stockholders of Target in connection with the Target Merger are
considered to be members of the board of directors of Holdings as of the Closing
Date); provided that any Person who becomes a director after the Closing Date
and whose election or nomination for election was approved by a vote of at least
a majority of the then-current Incumbent Directors shall be deemed to be an
Incumbent Director.

         

        “ Indebtedness ” means, as to any Person at a particular
time, without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:

         

        (a)               
all Funded Indebtedness;

        (b)              
the Termination Value of any Secured Hedge Agreement;

        (c)               
Synthetic Leases, Sale and Leaseback Transactions and
Securitization Transactions; and

        (d)              
all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (b) and (c) above of any other
Person.

        “ Indemnified Liabilities ” has the meaning set forth in
Section 12.05 .

         

        “ Indemnitees ” has the meaning set forth in Section
12.05 .

         

        “ Information ” has the meaning set forth in Section
12.08(a) .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Interest
Payment Date ” means (a) as to any LIBOR Loan, the last day of each
Interest Period applicable to such LIBOR Loan and the Term Loan Maturity Date or
Revolving Loan Maturity Date (as applicable); provided ,
however , that if any Interest Period for a LIBOR Loan exceeds
three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan, the last Business Day of each calendar
month and the Revolving
Loan Maturity Date or Term Loan Maturity Date (as applicable).

         

        “ Interest
Period ” means, as to each LIBOR Loan, the period commencing on the date such
LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending
on the date one (1), two (2), three (3) or six (6) months thereafter, as
selected by the Borrower Representative in its Loan Notice;
provided  that:

         

        (a)               
any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day;

        (b)              
any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period;
and

        (c)               
no Interest Period shall extend beyond the Term Loan Maturity Date
or Revolving Loan Maturity Date, as applicable.

        “ Interim
Pre-Closing Financial Statements ” means, collectively, (i) the
unaudited consolidated financial statements of the Target and its Subsidiaries
for the period commencing January 1, 2008 through and including February 29,
2008 and the related consolidated statements of income or operations,
shareholders’ equity and cash flows, for such period and (ii) the unaudited
consolidated financial statements of the Loan Parties and their Subsidiaries for
the period commencing January 1, 2008 through and including February 29, 2008
and the related consolidated statements of income or operations, shareholders’
equity and cash flows, for such period.

         

        “ Internal
Revenue Code ” means the Internal Revenue Code of 1986.

         

        “ Investment ” means, as to any Person, any direct or
indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of any of the Capital Stock of
another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, or (c) an
Acquisition.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         

        “ Involuntary Disposition ” means any loss of, damage to
or destruction of, or any condemnation or other taking for public use of, any
Property of any Loan Party.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ IP
Rights ” has the meaning set forth in
Section 5.17 .

         

        “ IRS ” means the United States Internal Revenue
Service.

         

        “ Joinder
Agreement ” means a joinder agreement substantially in the form of
Exhibit E executed and delivered by a Subsidiary in accordance with
the provisions of Section 6.12 .

         

        “ Landlord
Agreement ” means any agreement between the Administrative Agent and the
landlord of Real Property occupied by a Loan Party, as tenant, which agreement
shall be substantially in the form attached hereto as
Exhibit F  (or such other form as is reasonably satisfactory
to the Administrative Agent), as amended, supplemented, modified, replaced,
substituted for or restated from time to time and all exhibits and schedules
attached thereto.

         

        “ Laws ” means, collectively, all international, foreign,
federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, compacts, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.

         

        “ Lender ” means each Person identified as a “Lender” on
the signature pages hereto and its successors and assigns.

         

        “ Lender
Parties ” has the meaning specified in Section
12.07(g) .

         

        “ Lender
Securitization ” has the meaning specified in Section
12.07(g) .

         

        “ Lender
Securitization Liabilities ” has the meaning specified in Section
12.07(g) .

         

        “ Lender
Securitization Parties ” has the meaning specified in Section
12.07(g) .

         

        “ Lending
Office ” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other
office or offices as a Lender may from time to time notify the Borrower
Representative and the Administrative Agent.

         

        “ LIBO Base
Rate ” means, for any Interest Period with respect to any LIBOR
Loan:

         

        (a)               
the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the Bloomberg Screen
BBAM (or any successor thereto) that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, or

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall not be
available, the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate on such other page or other service that displays
an average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of
such Interest Period, or

         

        (c)               
if the rates referenced in the preceding clauses (a)
and (b) are not available, the rate per annum (rounded upward to the next
1/100th of 1%) determined by the Administrative Agent as the rate of interest at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the LIBOR Loan being made,
continued or converted by JPMorgan Chase Bank and with a term equivalent to such
Interest Period would be offered by JPMorgan Chase Bank’s London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period.

        “ LIBO
Rate ” means for any Interest Period with respect to any LIBOR Loan, a
rate per annum determined by the Administrative Agent to be equal to the
quotient obtained by dividing (a) the LIBO Base Rate for such LIBOR Loan
for such Interest Period by (b) one minus the Eurodollar Reserve Percentage
for such LIBOR Loan for such Interest Period.

         

        “ LIBOR
Loan ” means any Loan which accrues interest by reference to the LIBO
Rate plus the Applicable Margin, in accordance with the terms of this
Agreement.

         

        “ Lien ” means any mortgage, pledge, hypothecation,
collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, and any financing lease
having substantially the same economic effect as any of the
foregoing).

         

        “ Loan ”
means an extension of credit by a Lender to any Borrower under
Article 2  in the form of a Term Loan and/or a Revolving Loan.


         

        “ Loan
Documents ” means this Agreement, each Note, each Joinder Agreement,
each Collateral Document, each Request for Credit Extension, each Compliance
Certificate, each Landlord Agreement, each Secured Hedge Agreement, each
Subordination Agreement and each other document, instrument or agreement from
time to time executed by any Loan Party or any Subsidiary or any Responsible
Officer thereof and delivered in connection with the transactions contemplated
by this Agreement.

         

        “ Loan
Notice ” means a notice of (a) a Borrowing of Revolving Loans,
(b) a conversion of Loans from one Type to the other pursuant to
Section 2.02(a) , or (c) a continuation of LIBOR Loans pursuant
to Section 2.02(a) , which, if in writing, shall be substantially in
the form of Exhibit A-1 .

         

        “ Loan
Parties ” means, collectively, each Borrower and each Guarantor a
party hereto.

         

        “ Master
Agreement ” has the meaning set forth in the definition of “Hedge
Agreement.”

         

        “ Material
Adverse Effect ” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, assets,
liabilities (actual or contingent) or financial condition of the Loan Parties
and their Subsidiaries taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its Obligations under any Loan Document to
which it is a party (as determined by the Administrative Agent in its reasonable
discretion); (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to
which it is a party; or (d) a material adverse effect on the validity,
perfection or priority of a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties on any material portion of the Collateral or on
the aggregate value of the Collateral.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Material
Contract ” means any lease of real or personal property, contract or
other arrangement to which any Loan Party or any of its Subsidiaries is a party
(other than the Loan Documents), for which breach, nonperformance, cancellation
or failure to renew could reasonably be expected to have a Material Adverse
Effect.

         

        “ Material
Provider Agreement ” means, at any time, any contract between one or
more Borrowers and a payor of Accounts that, in any consecutive 3-month period
ending at such time, accounts for more than 10% of the total Accounts of the
Borrowers.

         

        “ Medicaid ” means that means-tested entitlement program under
Title XIX of the Social Security Act, which provides federal grants to states
for medical assistance based on specific eligibility criteria, as set forth at
Section 1396, et seq . of Title 42 of the United States
Code, as amended, and any statute succeeding thereto.

         

        “ Medicaid
Provider Agreement ” means an agreement entered into between a state
agency or other such entity administering the Medicaid program and a health care
provider or supplier under which the health care provider or supplier agrees to
provide items and services for Medicaid patients in accordance with the terms of
the agreement and Medicaid Regulations.

         

        “ Medicaid
Regulations ” means, collectively, (i) all federal statutes
(whether set forth in Title XIX of the Social Security Act or elsewhere)
affecting the medical assistance program established by Title XIX of the Social
Security Act and any statutes succeeding thereto; (ii) all applicable
provisions of all federal rules, regulations, manuals and orders of all
Governmental Authorities promulgated pursuant to or in connection with the
statutes described in clause (i) above and all federal administrative,
reimbursement and other guidelines of all Governmental Authorities having the
force of law promulgated pursuant to or in connection with the statutes
described in clause (i) above; (iii) all state statutes and plans for
medical assistance enacted in connection with the statutes and provisions
described in clauses (i) and (ii) above; and (iv) all applicable
provisions of all rules, regulations, manuals and orders of all Governmental
Authorities promulgated pursuant to or in connection with the statutes described
in clause (iii) above and all state administrative, reimbursement and other
guidelines of all Governmental Authorities having the force of law promulgated
pursuant to or in connection with the statutes described in clause (ii)
above, in each case as may be amended, supplemented or otherwise modified from
time to time.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Medical
Reimbursement Programs ” means a collective reference to Medicare,
Medicaid and TRICARE and any other health care program operated by or financed
in whole or in part by any foreign or domestic federal, state or local
government and any other non-government funded third party payor
programs.

         

        “ Medicare ” means that government-sponsored entitlement
program under Title XVIII of the Social Security Act, which provides for a
health insurance system for eligible elderly and disabled individuals, as set
forth at Section 1395, et seq . of Title 42 of the
United States Code, as amended, and any statute succeeding thereto.

         

        “ Medicare
Provider Agreement ” means an agreement entered into between CMS or
other such entity administering the Medicare program on behalf of CMS, and a
health care provider or supplier under which the health care provider or
supplier agrees to provide items and services for Medicare patients in
accordance with the terms of the agreement and Medicare
Regulations.

         

        “ Medicare
Regulations ” means, collectively, all federal statutes (whether set
forth in Title XVIII of the Social Security Act or elsewhere) affecting the
health insurance program for the aged and disabled established by Title XVIII of
the Social Security Act and any statutes succeeding thereto; together with all
applicable provisions of all rules, regulations, manuals and orders and
administrative, reimbursement and other guidelines having the force of law of
all Governmental Authorities (including CMS, the OIG, HHS, or any person
succeeding to the functions of any of the foregoing) promulgated pursuant to or
in connection with any of the foregoing having the force of law, as each may be
amended, supplemented or otherwise modified from time to time.

         

        “ Mirra
Subordination Agreement ” means that certain Subordination Agreement
by and between Raymond A. Mirra, Jr. and Administrative Agent dated as of even
date herewith.

         

        “ Moody’s ” means Moody’s Investors Service, Inc. and any
successor thereto.

         

        “ Multiemployer Plan ” means any employee benefit plan of
the type described in Sections 4001(a)(3) or 3(37) of ERISA that is
sponsored or maintained by any Borrower or any ERISA Affiliate or to which any
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding six (6) plan years, has made or been obligated to make
contributions.

         

        “ Net Cash
Proceeds ” means the aggregate cash and Cash Equivalents proceeds
received by any Loan Party or any Subsidiary in respect of any Disposition,
Involuntary Disposition, Equity Issuance, or Debt Issuance net of
(a) direct costs incurred in connection therewith (including legal,
accounting and investment banking fees, and sales commissions), (b) taxes
paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), and (c) the amount
necessary to retire any Indebtedness secured by a Permitted Lien on the related
Property; it being understood that “Net Cash Proceeds” shall include any cash or
Cash Equivalents received upon the sale or other disposition of any non cash
consideration received by any Borrower or any Subsidiary in any Disposition,
Involuntary Disposition, Equity Issuance or Debt Issuance.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ New
Seller Notes ” means, collectively, those certain unsecured
subordinated promissory notes that may be issued by Holdings, from time to time
to Target Owners or Stockholders (as defined in the Target Merger Agreement) in
connection with the Earnout Payment.

         

        “ Note ”
or “ Notes ” means each Term Note and/or each Revolving Note,
individually or collectively, as appropriate.

         

        “ Obligations ” means all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under
any Loan Document or otherwise with respect to any Loan, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.  The foregoing shall also
include any obligations or liabilities of any Loan Party under any Secured Hedge
Agreement.

         

        “ Obligee
Guarantor ” has the meaning set forth in
Section 10.08 .

         

        “ OFAC ” means The Office of Foreign Assets Control of the
U.S. Department of the Treasury.

         

        “ OIG ” means the Office of Inspector General of HHS and
any successor thereof.

         

        “ Organization Documents ” means, (a) with respect to
any corporation, the, charter, certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any
non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

         

        “ Other
Taxes ” has the meaning set forth in
Section 3.01(b) .

         

        “ Participant ” has the meaning set forth in
Section 12.07(d) .

         

        “ Patriot
Act ” has the meaning specified in
Section 5.25 .

         

        “ PBGC ” means the Pension Benefit Guaranty Corporation or
any successor thereto.

         

        “ Pension
Plan ” means any Plan, other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by any Borrower
or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding six (6) plan
years.

         

        “ Permit ” means any governmental license, authorization,
registration, permit, drug or device authorization and approval, certificate,
franchise, qualification, accreditation, consent and approval required under any
applicable Law and required in order for any Person to carry on its business as
now conducted.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Permitted
Acquisitions ” means (a) Target Merger and (b) Investments consisting of an
Acquisition by any Loan Party or any Subsidiary, provided that
(i) the Property acquired (or the Property of the Person acquired) in such
Acquisition is used or useful in the same line of business (or reasonably
related thereto) as the Borrowers and their Subsidiaries were engaged in on the
Closing Date, (ii) the Administrative Agent shall have received not less
than twenty (20) days prior notice of such Acquisition, which notice shall
contain a summary, in reasonable detail, of the material acquisition terms and
conditions, including the proposed price, and Borrowers’ projections prepared in
connection with such Acquisition, and (iii) at or prior to the closing of
such Permitted Acquisition, the Administrative Agent shall be granted a first
priority perfected Lien (subject to Permitted Liens) in the assets and capital
stock or other equity interests of such acquisition target or Subsidiary and
such acquisition target or Subsidiary shall join this Agreement and the other
Loan Documents as a Loan Party pursuant to the terms of
Section 6.12 ; and (iv) in the case of an Acquisition of the
Capital Stock of another Person, the board of directors (or other comparable
governing body) of such other Person shall have duly approved such Acquisition,
(v) the Borrower Representative shall have delivered to the Administrative
Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect
to such Acquisition on a Pro Forma Basis, the Loan Parties would be in
compliance with the financial covenants set forth in Article 8 as of the
most recent Fiscal Quarter for which the Borrowers have delivered financial
statements pursuant to Section 6.01(a) or
Section 6.01(b) , as applicable and no other Default exists or
would be caused by such Acquisition, (vi) the representations and
warranties made by the Loan Parties in each Loan Document shall be true and
correct in all material respects at and as if made as of the date of such
Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date,
(vii) if such transaction involves the purchase of an interest in a
partnership between any Borrower (or a Subsidiary of any Borrower) as a general
partner and entities unaffiliated with such Borrower or such Subsidiary as the
other partners, such transaction shall be effected by having such equity
interest acquired by a corporate holding company directly or indirectly wholly
owned by such Borrower newly formed for the sole purpose of effecting such
transaction, (viii) the Total Consideration paid by any Loan Party or any
Subsidiary pursuant to this clause for any Acquisition (or any series of
related Acquisitions) shall not exceed $5,000,000, and (ix) the Total
Consideration paid by the Loan Parties and their Subsidiaries pursuant to this
clause for all Acquisitions occurring in any Fiscal Year shall not exceed
$7,500,000 and in the aggregate prior to the Term Loan Maturity Date shall not
exceed $15,000,000, and (x) the business and assets acquired by a Loan
Party, or in the case of a joint venture, formed, in such Acquisition shall be
free and clear of all Liens (other than Permitted Liens).

         

        “ Permitted
Liens ” means, at any time, Liens in respect of Property of the Loan Parties
and their Subsidiaries permitted to exist at such time pursuant to the terms of
Section 7.01 .

         

        “ Person ” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Plan ” means (i) any “employee benefit plan” as
defined in Section 3(3) of ERISA which is or was sponsored, maintained or
contributed to by, or required to be contributed by the Borrowers, any of their
Subsidiaries or any of their respective ERISA Affiliates; and (ii) all
other employee benefit plans, programs, policies, agreements or arrangements,
including any deferred compensation plan, incentive plan, bonus plan or
arrangement, stock option plan, stock purchase plan, stock award plan or other
equity-based plan, change in control agreement, retention, severance pay plan,
dependent care plan, sick leave, disability, death benefit, group insurance,
hospitalization, dental, life, any fund, trust or arrangement providing health
benefits including multiemployer welfare arrangements, a multiple employer
welfare fund or arrangement, cafeteria plan, employee assistance program,
scholarship program, employment contract, retention incentive agreement,
termination agreement, severance agreement, non-competition agreement,
consulting agreement, confidentiality agreement, vacation policy, employee loan,
or other similar plan, agreement or arrangement, whether written or oral, funded
or unfunded, or actual or contingent which is or was sponsored, maintained or
contributed to by, or required to be contributed by, the Borrowers, any of their
Subsidiaries or any of their respective ERISA Affiliates.

         

        “ Proceedings ” means any actual or threatened civil,
equitable or criminal proceeding litigation, action, suit, claim, investigation
(governmental or judicial or otherwise), dispute indictment or prosecution,
pleading, demand or the imposition of any fine or penalty or similar
matter.

         

        “ Pro Forma
Adjusted EBITDA ” means the sum of (i) Holdings Unadjusted 2007
EBITDA, plus, (ii) up to $640,000 for the Medicaid audit settlement, plus (iii)
up to $600,000 for the impairment of long lived asset, plus (iv) up to
$1,500,000 for legal expenses related to Oris litigation, plus (v) Target
EBITDA.

         

        “ Pro Forma
Basis ” means, for purposes of calculating the financial covenants in
Article 8 , that any Disposition, Involuntary Disposition, Restricted
Payment or Acquisition shall be deemed to have occurred as of the first day of
the four (4) Fiscal Quarter period most recently ended prior to the date of such
transaction for which the Borrowers have delivered financial statements pursuant
to Section 6.01(a) or Section 6.01(b) .  In
connection with the foregoing, (a) with respect to any Disposition or
Involuntary Disposition, (i) income statement and cash flow statement items
(whether positive or negative) attributable to the Property disposed of shall be
excluded to the extent relating to any period occurring prior to the date of
such transaction and (ii) Indebtedness which is retired shall be excluded
and deemed to have been retired as of the first day of the applicable period and
(b) with respect to any Acquisition, (i) income statement items
attributable to the Person or Property acquired shall be included to the extent
relating to any period applicable in such calculations to the extent
(A) such items are not otherwise included in such income statement items
for the Loan Parties and their Subsidiaries in accordance with GAAP or in
accordance with any defined terms set forth in Section 1.01 
and (B) such items are supported by financial statements or other
information reasonably satisfactory to the Administrative Agent and
(ii) any Indebtedness incurred or assumed by any Loan Party or any
Subsidiary (including the Person or Property acquired) in connection with such
transaction and any Indebtedness of the Person or Property acquired which is not
retired in connection with such transaction (A) shall be deemed to have
been incurred as of the first day of the applicable period and (B) if such
Indebtedness has a floating or formula rate, shall have an implied rate of
interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Pro Forma
Compliance Certificate ” means a certificate of a Responsible Officer of the
Borrower Representative containing reasonably detailed calculations of the
financial covenants set forth in Article 8 as of the most recent Fiscal
Quarter end for which the Loan Parties have delivered financial statements
pursuant to Section 6.01(a) or Section 6.01(b) 
after giving effect to the applicable transaction on a Pro Forma
Basis.

         

        “ Pro Forma
Consolidated Funded Indebtedness ” means the sum of outstanding
obligations under (i) the Revolving Loans as of the Closing Date, (ii) the Term
Loan as of the Closing Date and (iii) the existing notes payable of any Borrower
(including the Target).

         

        “ Pro Rata
Share ” means, with respect to any Lender at any time, (a) with respect
to such Lender’s Revolving Commitment, at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Revolving Commitment of such Lender at such time and the
denominator of which is the amount of the total Revolving Commitments at such
time; provided that if commitments of each Lender to make Revolving Loans
have been terminated pursuant to Section 9.02 , then the Pro Rata Share of
each Lender shall be determined based on the Pro Rata Share of such Lender
immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof, and (b) with respect to the
outstanding Term Loan at any time, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the principal
amount of the outstanding Term Loan held by such Lender at such time and the
denominator of which is the aggregate outstanding principal amount of the Term
Loan held by all Term Loan Lenders at such time.  The initial Pro Rata
Share of each Lender is set forth opposite the name of such Lender on
Schedule 2.01  or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

         

        “ Property ” means any interest of any kind in any
property or asset, whether real, personal or mixed, or tangible or intangible,
including Capital Stock.

         

        “ Qualified
Seller Notes ” means only those New Seller Notes, which are deeply
subordinated to the Obligations under this Agreement and the other Loan
Documents, pursuant to terms and conditions of a Subordination Agreement
satisfactory to Administrative Agent, in its sole discretion, which
Subordination Agreement shall be in the form attached as Exhibit G 
attached hereto.

         

        “ RAM
Subordination Agreement ” means that certain Subordination Agreement
by and between RAM Capital Group, LLC and Administrative Agent dated as of even
date herewith.

         

        “ Rating
Agencies ” has the meaning set forth in Section
12.08(a) .

         

        “ Real
Property ” means the real estate listed on
Schedule 5.20(a) , and any other real estate owned or leased
after the Closing Date.

         

        “ Register ” has the meaning set forth in Section
12.07(c) .

         

        “ Registrar ” has the meaning set forth in Section
12.07(c) .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Reportable Event ” means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the thirty-day notice
period has been waived.

         

        “ Representatives ” has the meaning set forth in Section
12.08(a) .

         

        “ Request
for Credit Extension ” means with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice.

         

        “ Required
Lenders ” means, at any time, Lenders holding in the aggregate more
than fifty percent (50%) of (a) the Revolving Commitments and the
outstanding Term Loan, or (b) if the Revolving Commitments have been
terminated, the aggregate Revolving Exposures and outstanding Term Loan;
provided, however, if there are two (2) or fewer Lenders, “Required Lenders”
shall mean all Lenders.  The Revolving Commitments (or, if the Revolving
Commitments have terminated, the aggregate Revolving Exposure) and the
outstanding Term Loan held or deemed held by any Defaulting Lender shall be
excluded for purposes of making a determination of Required
Lenders.

         

        “ Required
Revolving Lenders ” means, at any time, Revolving Lenders holding in
the aggregate more than fifty percent (50%) of (a) the Revolving
Commitments, or (b) if the Revolving Commitments have been terminated, the
aggregate Revolving Exposures; provided, however, if there are two (2) or fewer
Revolving Lenders, “Required Revolving Lenders” shall mean all Revolving
Lenders.  The Revolving Commitments (or, if the Revolving Commitments have
terminated, the aggregate Revolving Exposure) held or deemed held by any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

         

        “ Responsible Officer ” means the chief executive officer,
president, chief financial officer or treasurer of a Loan Party.  Any
document delivered hereunder that is executed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         

        “ Restricted Payment ” means (a) any dividend or
other distribution, direct or indirect, on account of any shares (or equivalent)
of any class of Capital Stock of any Loan Party or any of its Subsidiaries, now
or hereafter outstanding, (b) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares (or equivalent) of any class of Capital Stock of any Loan Party or
any of its Subsidiaries, now or hereafter outstanding, (c) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Capital Stock of any Loan Party
or any of its Subsidiaries, now or hereafter outstanding (d) any payment or
prepayment of principal of, premium, if any, or interest on, redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to, any Subordinated Indebtedness of any Loan Party or any of its Subsidiaries,
including, without limitation, the Sellers Notes, and (e) the payment by
any Loan Party or any of its Subsidiaries of any management, advisory or
consulting fee to any Person or the payment of any extraordinary salary, bonus
or other form of compensation to any Person who is directly or indirectly a
significant partner, shareholder, owner or executive officer of any such Person,
including, without limitation, pursuant to any management fee
agreements.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Revolving
Availability ” means, at any time, an amount equal to (a) the
total Revolving Commitments less (b) the total Revolving Exposures at such
time.

         

        “ Revolving
Commitment ” means, as to each Lender, its obligation to make Revolving Loans
to the Borrowers pursuant to Section 2.01 in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01  or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.  The initial aggregate amount of the Revolving Commitments is
$20,000,000.

         

        “ Revolving
Exposure ” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans at such
time.

         

        “ Revolving
Lenders ” means, as of any date of determination, Lenders having a
Revolving Commitment, or after the Revolving Commitments have terminated,
Lenders holding any portion of the outstanding Revolving Loan.

         

        “ Revolving
Loan ” has the meaning specified in
Section 2.01(a) .

         

        “ Revolving
Loan Account ” means the loan account on the Administrative Agent’s
books, in the name of the Borrower Representative on behalf of the Borrowers, in
which the Borrowers will be charged with all Obligations when due or incurred by
the Administrative Agent or any Lender.

         

        “ Revolving
Loan Maturity Date ” means April 4, 2013.

         

        “ Revolving
Note ” has the meaning specified in
Section 2.11 .

         

        “ S&P ” means Standard & Poor’s Ratings
Services, a division of The McGraw Hill Companies, Inc. and any successor
thereto.

         

        “ Sale and
Leaseback Transaction ” means, with respect to any Loan Party or any
Subsidiary, any arrangement, directly or indirectly, with any Person whereby
such Loan Party or such Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

         

        “ SEC ” means the Securities and Exchange Commission, or
any Governmental Authority succeeding to any of its principal
functions.

         

        “ Secured
Hedge Agreement ” means any Hedge Agreement required or permitted by
this Agreement that is entered into by and between a Loan Party and a Secured
Hedge Provider. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Secured
Hedge Provider ” means (i) the Administrative Agent or any of its
Affiliates (or any Person who was an Affiliate of the Administrative Agent at
the time such Person entered into a Secured Hedge Agreement), and (ii) any other
Lender or Affiliate of a Lender which is approved in writing by the
Administrative Agent as a Secured Hedge Provider, each in their capacity as a
counterparty to a Secured Hedge Agreement.

         

        “ Secured
Parties ” means, collectively, the Administrative Agent, the Arranger, the
Lenders, and the Secured Hedge Providers (solely for the purpose of
(i) identifying the Persons entitled to share in payments and collections
from the Collateral as more fully set forth in this Agreement and the Collateral
Documents, (ii) identifying the beneficiaries of the guarantee provisions
set forth in Articles 10 and 13 and (iii)  Article
11 ).

         

        “ Securitization Transaction ” means any financing
transaction or series of financing transactions (including factoring
arrangements) pursuant to which any Borrower or any Subsidiary may sell, convey
or otherwise transfer, or grant a security interest in, accounts, payments,
receivables, rights to future lease payments or residuals or similar rights to
payment to a special purpose subsidiary or affiliate of any Person.

         

        “ Security
Agreement ” means the Security and Pledge Agreement dated as of the
Closing Date executed in favor of the Administrative Agent by each of the Loan
Parties which is a party thereto, as amended, modified and supplemented from
time to time.

         

        “ Seller
Notes ” means, collectively, the Existing Seller Notes and the New
Seller Notes, and each individually referred to as a “Seller Note”.

         

        “ Social
Security Act ” means the Social Security Act of 1965 as set forth in
Title 42 of the United States Code, as amended, and any successor statute
thereto, as interpreted by the rules and regulations issued thereunder, in each
case as in effect from time to time.

         

        “ Solvent ” means, with respect to any Person on a
particular date, that on such date (a) the fair value of the assets of such
Person exceed its liabilities, including contingent liabilities, (b) the
present fair saleable value of the assets of such Person is not less than the
amount that will be required to pay the probable liabilities of such Person or
its debts as they become absolute and matured, (c) the remaining capital of
such Person is not unreasonably small to conduct its business, and (d) such
Person will not have incurred debts and does not have the present intent to
incur debts, beyond its ability to pay such debts as they mature.  In
computing the amount of contingent liabilities of any Person on any date, such
liabilities shall be computed at the amount that, in the judgment of the
Administrative Agent, in light of all facts and circumstances existing at such
time, represents the amount of such liabilities that reasonably can be expected
to become actual or matured liabilities.

         

        “ Standing
Transfer Instructions ” means those certain instructions from the
Borrowers to each bank that maintains a Blocked Account on behalf of the
Borrowers which instruct such bank to automatically transfer all deposits made
in any Blocked Account to the Concentration Account on a daily
basis.

         

        “ Subordinated Indebtedness ” means Indebtedness of any
Loan Party that is subordinated to the prior payment and satisfaction of the
Obligations pursuant to a Subordination Agreement.

         

        “ Subordinated Indebtedness Documents ” means any
agreement evidencing Subordinated Indebtedness including the Seller Notes, the
Subordination Agreements and all security agreements, guaranty agreements and
other documents, agreements and instruments executed in connection
therewith.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Subordination Agreement(s) ” means (a) an agreement
(in form and substance reasonably satisfactory to the Administrative Agent)
among any Loan Party, a subordinating creditor of such Loan Party and the
Administrative Agent, on behalf of the Secured Parties, pursuant to which
(i) the Subordinated Indebtedness is subordinated to the prior payment and
satisfaction of the Obligations and (ii) the subordinating creditor agrees
(A) not to require, accept or maintain any Lien(s) on any assets of the Loan
Parties and their Subsidiaries, (B) not to bring any enforcement action of any
kind whatsoever against any Borrower, (C) not to initiate or join in any
bankruptcy or other insolvency proceeding against any Borrower, (D) not to
challenge or dispute the priority, validity or effectiveness of the liens and
security interest granted under this Agreement and the Collateral Documents, and
(E) to the extent any property or assets of any Borrower are obtained by such
subordinating creditor in contravention of the terms of the Subordination
Agreement, such property and assets shall be held in trust for the benefit of
Administrative Agent and Lenders, (b) any note, indenture, note purchase
agreement or similar instrument or agreement, pursuant to which the indebtedness
evidenced thereby or issued thereunder is subordinated to the Obligations by the
express terms of such note, indenture, note purchase agreement or similar
instrument or agreement, in each case in form and substance reasonably
satisfactory to the Administrative Agent and (c) the AmerisourceBergen
Subordination Agreement, the Mirra Subordination Agreement and the RAM
Subordination Agreement.

         

        “ Subsidiary ” of a Person means a corporation,
partnership, limited liability company or other business entity of which a
majority of the shares of Capital Stock having ordinary voting power for the
election of directors or other governing body (other than Capital Stock having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
the Loan Parties.

         

        “ Synthetic
Lease ” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
a balance sheet under GAAP.

         

        “ Target ” means, Biomed America, Inc., a Delaware
corporation

         

        “ Target
EBITDA ” means EBITDA of Target as defined in that certain Quality of
Earnings Due Diligence Report prepared by BDO Seidman, LLP dated March 4, 2008,
in the amount of $10,081,000.

         

        “ Target
Merger ” means the merger of Target, in, with and into Biomed
Healthcare, Inc. under and pursuant to the Target Merger Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ Target
Merger Agreement ” means that certain Agreement and Plan of Merger
dated as of March 13, 2008, by and among Biomed Healthcare, Inc., Holdings,
Target and Target Owner.

         

        “ Target
Merger Documents ” means the Target Merger Agreement and each of the
other documents, instruments and agreements executed and delivered in connection
with the Target Merger.

         

        “ Target
Owner ” means Parallex, LLC, a Delaware limited liability
company.

         

        “ Taxes ” has the meaning set forth in
Section 3.01(a) .

         

        “ Term
Loan ” has the meaning specified in
Section 2.01(b) .

         

        “ Term Loan
Commitment ” means, as to each Lender, its obligation to make its portion of
the Term Loan to the Borrowers pursuant to Section 2.01(b) and the
other terms and conditions of this Agreement, in the principal amount set forth
opposite such Lender’s name on Schedule 2.01 , as such amounts
may be adjusted from time to time in accordance with this Agreement.  The
initial aggregate amount of the Term Loan Commitments is
$35,000,000.

         

        “ Term Loan
Lender ” means, as of any date of determination, any Lender holding a
Term Loan Commitment or any portion of the then-outstanding Term
Loan.

         

        “ Term Loan
Maturity Date ” means April 4, 2013.

         

        “ Term
Note ” has the meaning set forth in
Section 2.11 .

         

        “ Termination Date ” means the date that (i) all
Obligations (other than contingent obligations in respect of Secured Hedge
Agreements) have been fully and indefeasibly paid in full and (ii) no
commitments or other obligations of any Lender to provide funds to the Borrowers
remain outstanding.

         

        “ Termination Value ” means, in respect of any one or more
Hedge Agreements, after taking into account the effect of any legally
enforceable netting agreement relating to such Hedge Agreements, (a) for any
date on or after the date such Hedge Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Hedge Agreements,
as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedge Agreements (which may
include a Lender or any Affiliate of a Lender).

         

        “ Total
Consideration ” means, with respect to any Acquisition, all cash and
non-cash consideration, including the amount of Indebtedness assumed by the
buyer and the amount of Indebtedness evidenced by notes issued by the buyer to
the seller, the maximum amount payable in connection with any deferred purchase
price obligation (including, to the extent it can be determined or reasonably
estimated, any earn-out obligation) and the value of any Capital Stock of any
Loan Party issued to the seller in connection with such
Acquisition.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “ TRICARE ” means the United States Department of Defense
health care program for service families (including TRICARE Prime, TRICARE Extra
and TRICARE Standard), and any successor or predecessor thereof.

         

        “ Type ” means, with respect to any Loan, its character as
a Base Rate Loan or a LIBOR Loan.

         

        “ UCC ” means the Uniform Commercial Code as in effect in
any applicable jurisdiction.

         

        “ Unfunded
Pension Liability ” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan’s assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Internal Revenue
Code for the applicable plan year.

         

        “ United
States ” and “ U.S. ” mean the United States of
America.

         

        “ Wholly
Owned Subsidiary ” means any Person 100% of whose Capital Stock is at
the time owned by a Loan Party directly or indirectly through other Persons 100%
of whose Capital Stock is at the time owned, directly or indirectly, by such a
Loan Party.

         

        1.02         
 Other Interpretive
Provisions .  With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan
Document:

         

        (a)               
The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined.  Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter
forms.  The words “ include ,” “ includes ”
and “ including ” shall be deemed to be followed by the phrase “ without
limitation .”  The word “ will ” shall be construed to have the
same meaning and effect as the word “ shall .”  Unless the context
requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns,
(iii) the words “ herein ,” “ hereof ” and “ hereunder ,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory
and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) the words “ asset ” and
“ property ” shall be construed to have the same meaning and effect
and to refer to any and all real and personal property and tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
In the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including;” the words “to”
and “until” each mean “to but excluding;” and the word “through” means “to and
including.”

         

        (c)               
Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         

        1.03         
Accounting Terms.

        (a)               
Except as otherwise specifically prescribed herein, all accounting
terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in
effect from time to time, applied in a manner consistent with that used in
preparing the Audited Pre-Closing Financial Statements of the
Borrowers.

         

        (b)              
Together with each Compliance Certificate, the Borrower
Representative will provide a written summary of any changes in GAAP that
materially impact the calculation of the financial covenants in  Article 8 contained in such Compliance Certificate. 
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and any of the Borrowers,
the Administrative Agent or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower Representative on behalf of
the Borrowers shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders); provided that ,
until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the
Borrower Representative shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

         

        (c)               
Notwithstanding the above, the parties hereto acknowledge and agree
that all calculations of the financial covenants in Article 8 (including for purposes of determining
compliance with such financial covenants) shall be made on a Pro Forma
Basis.

         

        1.04         
 Rounding .  Any financial
ratios required to be maintained by the Borrowers pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest
number).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        1.05         
 Times of Day .  Unless
otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 2

THE COMMITMENTS AND CREDIT
EXTENSIONS

        2.01         
 Loans .

         

        (a)               
 Revolving Loans .  Subject to the
terms and conditions set forth herein, each Revolving Lender severally agrees to
make loans to the Borrower Representative on behalf of the Borrowers (each such
loan, a “ Revolving Loan ”) in Dollars from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of such Revolving Lender’s Revolving Commitment;
provided , however , that after giving effect to any Borrowing of
Revolving Loans, (i) the total Revolving Exposures shall not exceed the
total Revolving Commitments, and (ii) the Revolving Exposure of each
Revolving Lender shall not exceed such Revolving Lender’s Revolving
Commitment.  Within the limits of each Revolving Lender’s Revolving
Commitment, and subject to the other terms and conditions hereof, the Borrower
Representative on behalf of the Borrowers may borrow under this
Section 2.01(a) , prepay under Section 2.05 , and reborrow
under this Section 2.01(a) .  The Revolving Loans may be Base
Rate Loans or LIBOR Loans, as further provided herein; provided, however, that
all Borrowings of Revolving Loans made on the Closing Date shall be made as Base
Rate Loans.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
 Term Loan .  Subject to the terms
and conditions set forth herein, each Term Loan Lender severally agrees to fund
its Pro Rata Share of a term loan to the Borrower Representative on behalf of
the Borrowers (the “ Term Loan ”) on the Closing Date in an aggregate
amount not to exceed such Lender’s Term Loan Commitment; provided ,
however , that after giving effect to any Borrowing under the Term Loan,
the outstanding amount of the Term Loan shall not exceed the total Term Loan
Commitments less original issue discount in an amount equal to .75%. 
Amounts repaid or prepaid on the Term Loan may not be reborrowed.  The Term
Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein;
provided , however , all Borrowings of the Term Loan on the Closing
Date shall be Base Rate Loans.  

         

        2.02         
 Borrowings, Conversions and
Continuations of Loans .

         

        (a)               
Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of LIBOR Loans shall be made upon the Borrower
Representative’s irrevocable notice to the Administrative Agent, which may be
delivered by telephone or e‐mail request (or such other means as may be agreed
upon by the Administrative Agent in its sole discretion).  Each such notice
must be received by the Administrative Agent not later than 10:00 a.m.
(i) three (3) Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of LIBOR Loans or of any conversion
of LIBOR Loans to Base Rate Loans, and (ii) one (1) Business Day prior to
the requested date of any Borrowing of Base Rate Loans (or any conversion to
Base Rate Loans).  Each telephonic notice by the Borrower Representative
pursuant to this  Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Loan
Notice, appropriately completed and executed by a Responsible Officer of the
Borrower Representative.  Each Borrowing of, conversion to or continuation
of LIBOR Loans shall be in a principal amount of $500,000 or a whole multiple of
$250,000 in excess thereof.  Each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000
in excess thereof.  Each Loan Notice pursuant to this
Section 2.02(a)  (whether telephonic or written) shall specify
(i) whether the Borrower Representative is requesting a Borrowing, a
conversion of Loans from one Type to the other, or a continuation of LIBOR
Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Loans are to be converted, and
(v) if applicable, the duration of the Interest Period with respect
thereto.  If the Borrower Representative fails to specify a Type of Loan in
a Loan Notice or if the Borrower Representative fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans.  Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable LIBOR Loans.  If the Borrower
Representative requests a Borrowing of, conversion to, or continuation of LIBOR
Loans in any such Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one
(1) month.

         

        (b)              
Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower Representative as required by  Section 2.02(a) with respect to any continuation of a
Borrowing of a LIBOR Loan, the Administrative Agent shall notify each Lender of
the details of any automatic conversion of such Borrowing of a LIBOR Loan to
Base Rate Loans as described in the preceding subsection.  In the case of a
Borrowing, each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 11:00 a.m. on the Business Day specified in
the applicable Loan Notice.  Upon satisfaction of the conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01 ), the Administrative Agent shall make
all funds so received available to the Borrower Representative in like funds as
received by the Administrative Agent by wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower Representative.

         

        (c)               
Except as otherwise provided herein, a LIBOR Loan may be continued
or converted only on the last day of the Interest Period for such LIBOR
Loan.  During the existence of a Default, no Loans may be requested as,
converted to or continued as LIBOR Loans without the consent of the
Administrative Agent or Required Lenders, and the Administrative Agent or
Required Lenders may demand that any or all of the then outstanding LIBOR Loans
be converted immediately to Base Rate Loans.

         

        (d)              
the Administrative Agent shall promptly notify the Borrower
Representative and the Lenders of the interest rate applicable to any Interest
Period for LIBOR Loans upon determination of such interest rate.  The
determination of the LIBO Rate by the Administrative Agent shall be conclusive
in the absence of manifest error.

         

        (e)               
After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than six (6) Interest Periods in effect with respect to
outstanding Loans.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2.03         
[ Reserved .]

         

        2.04         
[ Reserved .]

         

        2.05         
 Prepayments .

         

        (a)               
Voluntary Prepayments of Loans.

         

        (i)                 
 Revolving Loans and Term Loan .  Subject to the
limitations set forth in this Section 2.05(a) , the Borrowers may,
upon notice from the Borrowers to the Administrative Agent, at any time or from
time to time voluntarily prepay Revolving Loans and the Term Loan in whole or in
part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 10:00 a.m.
(A) three (3) Business Days prior to any date of prepayment of LIBOR
Loans, and (B) one (1) Business Day prior to the date of prepayment of Base
Rate Loans; (ii) any such prepayment of LIBOR Loans shall be in a principal
amount of $500,000 or a whole multiple of $250,000 in excess thereof (or, if
less, the entire principal amount thereof then outstanding); (iii) any such
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $250,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding).  Each such notice shall specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender’s Pro Rata Share of such
prepayment.  If such notice is delivered by the Borrowers, the Borrowers
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.  Any prepayment of a
LIBOR Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05 . 
Notwithstanding the foregoing, the Borrowers may not voluntarily prepay
(i) any Loans that are LIBOR Loans unless such Loans are prepaid at the end
of the applicable Interest Period or unless the Borrowers pay all breakage costs
associated with such prepayment as provided in Section 3.05 hereof,
and (ii) the Term Loan in part if the outstanding principal balance of the
Term Loan, after giving effect to such prepayment, would be less than
$3,000,000.

         

        (ii)               
 Application of Voluntary Prepayments of Revolving Loans
and Term Loan .  Any voluntary prepayment of the Term Loan shall be
applied ratably to the remaining principal amortization payments thereof. 
Prepayments of Revolving Loans pursuant to this Section 2.05(a)
shall not reduce the total Revolving Commitments.  Each such prepayment
shall be applied to the Loans of the applicable Lenders in accordance with their
respective Pro Rata Shares.

         

        (b)              
Mandatory Prepayments of Loans.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (i)                 
 Total Revolving Exposure .  If for any reason the
total Revolving Exposures at any time exceed the total Revolving Commitments
then in effect, the Borrowers shall immediately prepay the Revolving Loans in an
aggregate amount equal to such excess (each such prepayment to be applied as set
forth in clause (vii) below).

         

        (ii)               
 Dispositions and Involuntary Dispositions .  The
Borrowers shall prepay the Loans as hereinafter provided in an aggregate amount
equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary
Disposition (each such prepayment to be applied as set forth in
clause (vii) below).  Notwithstanding the foregoing, if at the time of
the receipt or application of such Net Cash Proceeds no Default or Event of
Default has occurred and is continuing and the Borrower Representative delivers
to the Administrative Agent a certificate, executed by the Borrower
Representative’s chief financial officer, that it intends within one hundred
eighty (180) days after receipt thereof to use all of such Net Cash
Proceeds either to purchase assets used in the ordinary course of business of
the Borrowers and their Subsidiaries or to make Capital Expenditures, the
Borrower may use such Net Cash Proceeds in the manner set forth in such
certificate; provided , however , that, (A) such Net Cash Proceeds
shall either be deposited into a deposit account which is subject to a Deposit
Account Control Agreement or Deposit Account Restriction Agreement or held in a
Blocked Account until such time as such Net Cash Proceeds are used to purchase
such assets or to make such Capital Expenditures or applied to the Obligations
upon the occurrence of any Event of Default, as the case may be, (B) the
aggregate amount of such Net Cash Proceeds so used and not subject to prepayment
under this clause (ii) of this Section 2.05(b) shall not exceed
$100,000 in any Fiscal Year, (C) any such Net Cash Proceeds not so used or
committed to such use pursuant to a binding agreement within the period set
forth in such certificate shall, on the first Business Day immediately following
such period, be applied as a prepayment in accordance with clause (vii)
below and (D) any assets so acquired shall be subject to the security interests
under the Collateral Documents in the same priority as the assets subject to
such Disposition or Involuntary Disposition.

         

        (iii)              
 Equity Issuances .  Immediately upon receipt by
any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity
Issuance, the Borrowers shall prepay the Loans as hereinafter provided in an
aggregate amount equal to 50% of such Net Cash Proceeds (such prepayment to be
applied as set forth in clause (vii) below).

         

        (iv)             
 Debt Issuances .  Immediately upon receipt by any
Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the
Borrowers shall prepay an aggregate principal amount of Loans in an amount equal
to one hundred percent (100%) of all such Net Cash Proceeds (such prepayment to
be applied as set forth in clause (vii) below).

         

        (v)               
 Reserved .

         

        (vi)             
 Reserved .

         

        (vii)            
 Application of Mandatory Prepayments .  All
amounts required to be paid pursuant to this Section 2.05(b) shall
be applied as follows:

         

        (A)             
with respect to all amounts prepaid pursuant to Section 2.05(b)(i) , to the Revolving Loans to the
full extent thereof; and

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (B)             
with respect to all amounts prepaid pursuant to  Sections 2.05(b)(ii) through (iv) , first
to the Term Loan (applied in inverse order of maturity to the remaining
principal amortization payments thereof), and second  to the
Revolving Loans (without a corresponding permanent reduction of the total
Revolving Commitments). 

        Within the parameters of the applications set forth above, prepayments
shall be applied first to Base Rate Loans and then to LIBOR Loans in direct
order of Interest Period maturities.  Prepayments of the Revolving Loans
pursuant to this  Section 2.05(b) shall not
reduce the total Revolving Commitments.  All prepayments under this
Section 2.05(b) shall be subject to Section 3.05 ,
but otherwise without premium or penalty, and shall be accompanied by a payment
of all interest accrued on the principal amount prepaid through the date of
prepayment.

         

        2.06         
 Termination or Reduction of Total
Revolving Commitments .  

         

        (a)               
The Borrowers may, upon prior written notice from the Borrower
Representative to the Administrative Agent, terminate the total Revolving
Commitments or from time to time permanently reduce the total Revolving
Commitments; provided , however, that
(a) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. (i) ten (10) Business Days prior to the date of
termination or (ii) three (3) Business Days prior to the date of reduction,
(b) any such partial reduction shall be in an aggregate amount of $250,000
or any whole multiple of $250,000 in excess thereof, and (c) after giving
effect to any reduction of the total Revolving Commitments, the total Revolving
Commitments shall not be less than the total Revolving Exposures.  The
Administrative Agent will promptly notify the Revolving Lenders of any such
notice of termination or reduction of the Revolving Commitments.  Any
reduction of the total Revolving Commitments shall be applied to the Revolving
Commitment of each Lender according to its Pro Rata Share.  All fees
accrued with respect thereto until the effective date of any termination of the
total Revolving Commitments shall be paid on the effective date of such
termination.

         

        2.07         
 Repayment of
Loans .

         

        (a)               
 Revolving Loans .  On the Revolving
Loan Maturity Date, the Borrowers shall repay to the Administrative Agent for
the ratable benefit of the Lenders on the Revolving Loan Maturity Date the
aggregate principal amount of all Revolving Loans outstanding on such
date.

         

        (b)              
 Term Loan .  The Borrowers shall pay
the principal amount of the Term Loan in consecutive quarterly installments in
the aggregate amounts set forth below:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        	
                
                  Date

                   

                

              	
                
                  Term Loan Installment

                   

                

              
	
                September 30, 2008

                 

              	
                $437,500

                 

              
	
                December
      31, 2008

                 

              	
                $437,500

                 

              
	
                March
      31, 2009

                 

              	
                $437,500

                 

              
	
                June 30,
      2009

                 

              	
                $437,500

                 

              
	
                September 30, 2009

                 

              	
                $437,500

                 

              
	
                December
      31, 2009

                 

              	
                $437,500

                 

              
	
                March
      31, 2010

                 

              	
                $437,500

                 

              
	
                June 30,
      2010

                 

              	
                $612,500

                 

              
	
                September 30, 2010

                 

              	
                $612,500

                 

              
	
                December
      31, 2010

                 

              	
                $612,500

                 

              
	
                March
      31, 2011

                 

              	
                $612,500

                 

              
	
                June 30,
      2011

                 

              	
                $1,312,500

                 

              
	
                September 30, 2011

                 

              	
                $1,312,500

                 

              
	
                December
      31, 2011

                 

              	
                $1,312,500

                 

              
	
                March
      31, 2012

                 

              	
                $1,312,500

                 

              
	
                June 30,
      2012

                 

              	
                $1,312,500

                 

              
	
                September 30, 2012

                 

              	
                $1,312,500

                 

              
	
                December
      31, 2012

                 

              	
                $1,312,500

                 

              
	
                Term Loan Maturity Date

                 

              	
                The unpaid principal amount of the Term
      Loan then outstanding

                 

              


         

         

        2.08         
 Interest .

         

        (a)               
Subject to the provisions of subsection (b) below,
(i) each LIBOR Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of
(A) the LIBO Rate for such Interest Period  plus
(B) the Applicable Margin; and (ii) each Base Rate Loan bear interest
on the outstanding principal amount thereof from the applicable borrowing or
conversion date at a rate per annum equal to the (A) Base Rate
plus  (B) the Applicable Margin.

         

        (b)              
After the occurrence and during the continuation of an Event of
Default, the Borrowers shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

         

        (c)               
Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein.  Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.  


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2.09         
 Fees .

         

        (a)               
 Unused Fee .  The Borrowers shall
pay, or cause to be paid, to the Administrative Agent for the account of each
Revolving Lender in accordance with its Pro Rata Share, an unused fee equal to
the product of (i) one half of one percent (0.5%) per annum times
(ii) the average daily amount by which the total Revolving Commitments
exceeds the sum of (y) the total outstanding amount of Revolving
Loans.  The unused fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in
Article 4 is not met, and shall be due and payable monthly in arrears on
the last day of each month, commencing with the first such date to occur after
the Closing Date, and on the Revolving Loan Maturity Date.

         

        (b)              
 Other Fees .  The Borrowers shall
pay, or cause to be paid, to the Arranger and the Administrative Agent for their
own respective accounts fees in the amounts and at the times specified in the
Fee Letter.  Such fees shall be fully earned when paid and shall be
non-refundable for any reason whatsoever.

         

        2.10         
 Computation of Interest and
Fees .  All computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed, except that interest computed by
reference to clause (b) of the definition of Base Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid.

         

        2.11         
 Evidence of
Debt .  The Credit Extensions made by
each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of
business.  The accounts or records maintained by the Administrative Agent
and each Lender shall be prima facie evidence of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments
thereon.  Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrowers hereunder to
pay any amount owing with respect to the Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.  Upon the request of any Lender made through the
Administrative Agent, the Borrowers shall execute and deliver to such Lender
(through the Administrative Agent) a promissory note, which shall evidence such
Lender’s Loans in addition to such accounts or records.  Each such
promissory note shall (i) in the case of Revolving Loans, be in the form of
 Exhibit B-1 (a “ Revolving Note ”), and
(ii), in the case of a Term Loan, be in the form of Exhibit B-2 (a
“ Term Note ”).  Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto, but any failure to do so shall not
limit or otherwise affect the Borrowers’ Obligations hereunder.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2.12         
 Payments
Generally .

         

        (a)               
All payments to be made by the Borrowers of principal, interest,
fees and other Obligations shall be absolute and unconditional and shall be made
without condition or deduction for any counterclaim, defense, recoupment, setoff
or rescission.  Except as otherwise expressly provided herein, all payments
by the Borrowers hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the
Administrative Agent’s Office in Dollars and in immediately available funds not
later than 12:00 p.m. New York time on the date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments
received by the Administrative Agent after 12:00 p.m. New York time shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.

         

        (b)              
Subject to the definition of “Interest Period”, if any payment to
be made by the Borrowers shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may
be.

         

        (c)               
Unless any Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that any Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrowers or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto.  If and to the extent
that such payment was not in fact made to the Administrative Agent in
immediately available funds, then:

         

         

        (i)                 
if any Borrower failed to make such payment, each Lender shall forthwith on
demand repay to the Administrative Agent the portion of such assumed payment
that was made available to such Lender in immediately available funds, together
with interest thereon in respect of each day from and including the date such
amount was made available by the Administrative Agent to such Lender to the date
such amount is repaid to the Administrative Agent in immediately available funds
at the Federal Funds Rate from time to time in effect; and

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ii)               
if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available
funds, together with interest thereon for the period from the date such amount
was made available by the Administrative Agent to the Borrowers to the date such
amount is recovered by the Administrative Agent (the “ Compensation Period ”) at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in the applicable Borrowing.  If such Lender does
not pay such amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent may make a demand therefor upon the Borrowers, and the
Borrowers shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing.  Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its
Revolving Commitment or to prejudice any rights which the Administrative Agent
or the Borrowers may have against any Lender as a result of any default by such
Lender hereunder.

         

        (iii)              
In the event that any Lender fails to make available to the Administrative Agent
such Lender’s Pro Rata Share of any Borrowing by the Borrowers in accordance
with the provisions of  Section 2.02 hereof, and the
Borrowers do not repay to the Administrative Agent such Lender’s Pro Rata Share
of the Borrowing within three (3) Business Days after such Borrowing, the
Administrative Agent shall have the right to recover such Lender’s Pro Rata
Share of the Borrowing directly from such Lender, together with interest thereon
from the date of the Borrowing at the rate per annum applicable to such
Borrowing.  In addition, until the Agent recovers such amount, (x) such
Lender shall not be entitled to receive any payments under Sections 2.05 ,
2.07 or 2.08 hereof, and (y) for purposes of voting on or
consenting to other matters with respect to this Agreement or the other Loan
Documents, such Lender’s Commitment shall be deemed to be zero and such Lender
shall not be considered to be a Lender.

         

        A notice of the Administrative
Agent to any Lender or the Borrower Representative with respect to any amount
owing under this subsection (c) shall be conclusive, absent manifest
error.

         

        (d)              
The obligations of the Lenders hereunder to make Loans are several
and not joint.  The failure of any Lender to make any Loan or to fund any
such participation on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan or
purchase its participation.

         

        2.13         
 Sharing of Payments .  If,
other than as expressly provided elsewhere herein, any Lender shall obtain on
account of the Loans made by it, any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its Pro
Rata Share (or other share contemplated hereunder) thereof, such Lender shall
immediately (a) notify the Administrative Agent of such fact, and
(b) purchase from the other Lenders such participations in the Loans made
by them as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided , however , that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 12.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required
repayment to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered, without further interest
thereon.  The Borrowers agree that any Lender so purchasing a participation
from another Lender may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off, but subject to Section
12.09 ) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrowers in the amount of such participation. 
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such
purchases or repayments.  Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Lender were the original owner of the
Obligations purchased.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2.14         
 Handling of Proceeds of Collateral;
Cash Dominion; Revolving Loan Account . 


         

        (a)               
 Collection of Accounts and Other
Proceeds .  The Borrowers, at their expense, will enforce and collect
payments and other amounts owing on all Accounts in the ordinary course of the
Borrowers’ business subject to the terms hereof.  Each Borrower shall
execute with each applicable depository institution a Deposit Account Control
Agreement and such other agreements related to each bank account of Borrowers
(except as set forth below) as the Administrative Agent may require.  Each
Borrower shall, within sixty (60) days after the Closing Date, execute with each
applicable depository institution a Deposit Account Restriction Agreement and
such other agreements related to each bank account of Borrowers for which
collections of Accounts from a Governmental Account Debtor are held as
Administrative Agent may require.  Upon receipt of any payment on an
Account or other proceeds of the sale of Collateral, including checks, cash,
receipts from credit card sales and receipts, notes or other instruments or
property with respect to any Collateral, each Borrower shall deposit such
proceeds directly into a bank account of such Borrower which is subject to a
Deposit Account Control Agreement or Deposit Account Restriction Agreement, as
applicable within three (3) Business Days.

         

        (b)              
 Transfer of Funds .  Funds on
deposit in a bank account of Borrower shall be transferred on a daily basis to
the Concentration Account (or, at the Administrative Agent’s option during a
Cash Control Period, to the Administrative Agent’s Bank Account) pursuant to the
terms of a Deposit Account Control Agreement or Deposit Account Restriction
Agreement, as applicable.  During a Cash Control Period, the Administrative
Agent shall have the right, at the Administrative Agent’s election in its sole
discretion, to require that funds remaining on deposit in the Concentration
Account be transferred to the Administrative Agent’s Bank Account on each
Business Day, and the Borrowers agree to take all actions reasonably required by
the Administrative Agent or by any bank at which the Concentration Account is
maintained in order to effectuate the transfer of funds in this manner. 
All amounts so received will, for purposes of calculating Revolving Availability
and interest, be credited to the Revolving Loan Account on the date of deposit
in the Administrative Agent’s Bank Account.  No checks, drafts or other
instruments received by the Administrative Agent shall constitute final payment
to the Administrative Agent unless and until such instruments have actually been
collected.

         

        (c)               
 New Blocked Accounts .  Each
Borrower agrees not to open any new bank account into which proceeds of
Collateral are to be delivered or deposited unless concurrently with the opening
of such bank account, the Borrowers enter into a Deposit Account Control
Agreement, Deposit Account Restriction Agreement or Blocked Account Agreement,
as applicable, with respect to such bank account.  Upon compliance with the
terms set forth above, such bank account shall constitute a Blocked Account, as
applicable, for purposes of this Agreement.  Notwithstanding anything to
the contrary in this Section 2.14 , the Borrowers may maintain one or more
accounts constituting Excluded Accounts.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
 Collective Borrowing Arrangement . 
The Borrowers have informed the Administrative Agent that:  (i) in
order to increase the efficiency, profitability and productivity of each
Borrower, the Borrower Representative has established a centralized cash
management system for the Borrowers that entails, in part, central disbursement
and operating accounts for each of the Borrowers in which the Borrower
Representative provides the working capital needs of each of the other Borrowers
and manages and timely pays the accounts payable of each of the other Borrowers;
(ii) the Borrower Representative further enhances the operating
efficiencies of the other Borrowers by purchasing, or causing to be purchased,
in the Borrower Representative’s name for its account, all or substantially all
materials, supplies, inventory and services required by the other Borrowers,
resulting in a reduction in operating costs of the other Borrowers; and
(iii) all of the Borrowers presently engage in an integrated operation that
requires financing on an integrated basis, and each Borrower expects to benefit
from the continued successful performance of such integrated operations. 
Therefore, in order to best utilize the borrowing powers of the Borrowers in the
most effective and cost efficient manner and to avoid adverse effects on the
operating efficiencies of each Borrower and the existing back office practices
of the Borrowers, each Borrower has requested that all Revolving Loans and the
Term Loan be disbursed solely upon the request of the Borrower Representative
and to bank accounts managed solely by the Borrower Representative, it being the
intent and desire of the Borrowers that the Borrower Representative manage for
the benefit of each Borrower the expenditure and usage of such
funds.

         

        (e)               
 Revolving Loan Account .  The
Administrative Agent shall charge the Revolving Loan Account for all loans and
advances made by the Administrative Agent and the Lenders to the Borrower
Representative, or otherwise for the Revolving Loan Account, and for all any
other Obligations, including out of pocket expenses of the Administrative Agent,
when due and payable hereunder.  Interest on the Revolving Loans shall be
paid as set forth in Section 2.08 hereto.  Subject to the
provisions of Sections 2.02 , 2.05 , and 2.12 and as
otherwise provided herein, the Administrative Agent will credit the Revolving
Loan Account with all amounts received by the Administrative Agent from the
Borrowers or, if applicable, from the Concentration Account or from others for
the Borrowers’ account, including all amounts received by the Administrative
Agent in payment of Accounts, and such amounts will be applied to payment of the
Obligations in the order and manner set forth herein.  In no event shall
prior recourse to any Account or other security granted to or by the Borrowers
be a prerequisite to the Administrative Agent’s or the Lenders’ rights to demand
payment of any of the Obligations.  In addition, the Borrowers agree that
neither the Administrative Agent nor any Lender shall have any obligation
whatsoever to perform in any respect any Borrower’s contracts or obligations
relating to the Accounts.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 3

TAXES, YIELD PROTECTION AND
ILLEGALITY

        3.01         
 Taxes .

         

        (a)               
Any and all payments by any Loan Party to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto,  excluding , in the case of the Administrative Agent and each
Lender, taxes imposed on or measured by its overall net income, and franchise
taxes, branch taxes or similar taxes imposed on it (in lieu of net income
taxes), in each of the foregoing cases by the jurisdiction (or any political
subdivision thereof) under the Laws of which the Administrative Agent or such
Lender, as the case may be, is organized or maintains its Lending Office (all
such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as “ Taxes ”).  If any Loan Party shall be required by any Laws
to deduct any Taxes from or in respect of any sum payable under any Loan
Document to the Administrative Agent or any Lender, (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section),
each of the Administrative Agent and such Lender receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Loan
Party shall make such deductions, (iii) such Loan Party shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within thirty (30) days
after the date of such payment, such Loan Party shall furnish to the
Administrative Agent (which shall forward the same to such Lender) the original
or a certified copy of a receipt evidencing payment thereof or if no receipt is
available, other evidence of payment reasonably satisfactory to the
Administrative Agent.

         

        (b)              
In addition, the Borrowers agree to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as “ Other Taxes ”).

         

        (c)               
If the Borrowers shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrowers shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         

        (d)              
The Borrowers agree to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this  Section 3.01 ) paid by the
Administrative Agent and such Lender, (ii) amounts payable under
Section 3.01(c)  and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority,
so long as such amounts have accrued on or after the day which is two hundred
seventy (270) days prior to the date on which Lender or Administrative Agent
first made demand therefor.  Payment under this subsection (d) shall
be made within thirty (30) days after the date the Lender or the
Administrative Agent makes a demand therefor.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)               
If any Loan Party is required to pay any amount to any Lender or
the Administrative Agent pursuant to this Section 3.01 , then such Lender shall use
reasonable efforts (consistent with legal and regulatory restrictions) to change
the jurisdiction of its Lending Office so as to eliminate any such additional
payment which may thereafter accrue, if such change in the reasonable judgment
of such Lender is not otherwise disadvantageous to such Lender.

         

        (f)                
Each Lender, if any, that is not organized under the laws of the
United States or a state thereof (each, a “ Foreign
Lender ”) shall, (i) on or prior to the date of the execution and delivery of
this Agreement, in the case of each Lender listed on the signature pages hereof,
or, in the case of an assignee Lender, on or prior to the date it becomes a
Lender, execute and deliver to the Borrowers and the Administrative Agent, two
or more (as the Borrowers or the Administrative Agent may reasonably request)
IRS Forms W-8IMY (with all required attachments), Forms W-8ECI or Forms W-8BEN
(or successor forms) establishing the Lender’s exemption from, or reduced rate
of, United States federal withholding tax, or, solely if such Lender is claiming
exemption from United States withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN and a
certificate executed by a duly authorized officer of such Lender representing
that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning
of Section 871(h)(3) or 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code, or such other forms
or documents (or successor forms or documents), appropriately completed,
establishing that payments to such Lender are exempt from withholding or
deduction of United States federal withholding taxes; and (ii) deliver to the
Borrowers and the Administrative Agent two further copies of any such form or
documents on or before the date that any such form or document expires or
becomes obsolete and after the occurrence of any event requiring a change in the
most recent such form or document previously delivered by it to the
Borrowers.  If the forms provided by a Foreign Lender at the time such
Foreign Lender first becomes a party to this Agreement indicate a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Foreign Lender
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such forms; provided , however , that, if at
the date of an assignment pursuant to which a Foreign Lender becomes a party to
this Agreement, the Foreign Lender assignor was entitled to payments under
Section 3.01(a)  in respect of United States withholding tax
with respect to interest paid at such date, then, to such extent, the term Taxes
shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Foreign Lender assignee on such
date.

         

        (g)               
Each Foreign Lender, to the extent it does not act or ceases to act
for its own account with respect to any portion of any sums paid or payable to
such Lender under any of the Loan Documents (for example, in the case of a
typical participation by such Lender), shall deliver to the Administrative Agent
on the date when such Foreign Lender ceases to act for its own account with
respect to any portion of any such sums paid or payable, and at such other times
as may be necessary in the determination of the Administrative Agent (in the
reasonable exercise of its discretion), (A) two duly signed completed
copies of the forms or statements required to be provided by such Lender as set
forth above, to establish the portion of any such sums paid or payable with
respect to which such Lender acts for its own account that is not subject to
U.S. withholding tax, and (B) two duly signed completed copies of IRS Form
W-8IMY (or any successor thereto), together with any information such Lender
chooses to transmit with such form, and any other certificate or statement of
exemption required under the Internal Revenue Code, to establish that such
Lender is not acting for its own account with respect to a portion of any such
sums payable to such Lender.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (h)               
The Borrowers shall not be required to pay any additional amount to
any Foreign Lender under this  Section 3.01
(A) with respect to any Taxes required to be deducted or withheld on the
basis of the information, certificates or statements of exemption such Lender
transmits with an IRS Form W-8IMY pursuant to this Section 3.01 or
(B) if such Lender shall have failed to provide the proper forms as
required by the foregoing provisions of this Section 3.01(f) or
(g) ; provided that if such Lender shall have satisfied the
requirement of Section 3.01(f) or (g) (as the case may be) on
the date such Lender became a Lender or ceased to act for its own account with
respect to any payment under any of the Loan Documents, nothing in this
Section 3.01 shall relieve the Borrowers of their obligation to pay
any amounts pursuant to this Section 3.01  in the event that,
as a result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the fact
that such Lender or other Person for the account of which such Lender receives
any sums payable under any of the Loan Documents is not subject to withholding
or is subject to withholding at a reduced rate or such forms, certificates or
other evidence is no longer applicable to such Lender or other
Person.

         

        (i)                 
The Administrative Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Loan
Documents with respect to which the Borrowers are not required to pay additional
amounts under this Section 3.01 .

         

        (j)                
Upon the request of the Administrative Agent, each Lender that is a
“United States person” within the meaning of Section 7701(a)(30) of the
Internal Revenue Code shall deliver to the Administrative Agent two duly signed
completed copies of IRS Form W‐9.  If such Lender fails to deliver such
forms, then the Administrative Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable back-up withholding tax
imposed by the Internal Revenue Code, without reduction.

         

        (k)              
If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section 3.01 , and costs and expenses (including
Attorney Costs) of the Administrative Agent.  The obligation of the Lenders
under this Section shall survive the termination of all commitments to make
Loans, repayment of all Obligations and the resignation of the Administrative
Agent.

         

        (l)                 
If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrowers or with respect to which any
Borrower has paid additional amounts pursuant to this  Section 3.01 , it shall pay to the Borrowers an amount equal
to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrowers under this Section 3.01  with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that such
Borrower, upon the request of the Administrative Agent, or such Lender, agrees
to repay the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, or such Lender (as the case may be) in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.  This paragraph shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the
Borrower or any other Person.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        3.02         
 Illegality .  If any Lender
determines that any Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund LIBOR Loans, or to determine or charge interest
rates based upon the LIBO Rate, then, on notice thereof by such Lender to the
Borrowers through the Administrative Agent, any obligation of such Lender to
make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall
be suspended until such Lender notifies the Administrative Agent and the
Borrowers that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrowers shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such LIBOR Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such LIBOR Loans.  Upon any such prepayment
or conversion, the Borrowers shall also pay accrued interest on the amount so
prepaid or converted.  Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in
the good faith judgment of such Lender, otherwise be disadvantageous to such
Lender or cost any additional amount.

         

        3.03         
 Inability to Determine
Rates .  If the Administrative Agent determines that for any reason
adequate and reasonable means do not exist for determining the LIBO Base Rate
for any requested Interest Period with respect to a proposed LIBOR Loan, or that
the LIBO Base Rate for any requested Interest Period with respect to a proposed
LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of
funding such Loan, the Administrative Agent will promptly notify the Borrowers
and all Lenders.  Thereafter, the obligation of the Lenders to make or
maintain LIBOR Loans shall be suspended until the Administrative Agent revokes
such notice.  Upon receipt of such notice, the Borrowers may revoke any
pending request for a Borrowing of, conversion to or continuation of LIBOR Loans
or, failing that, will be deemed to have converted such request into a request
for a Borrowing of Base Rate Loans in the amount specified
therein.

         

        3.04         
 Increased Cost and Reduced Return;
Capital Adequacy . 

         (a) 
If any Change in Law shall:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (i)                 
impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the LIBO Rate);

         

        (ii)               
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, or any LIBOR Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Taxes or Other Taxes
covered by  Section 3.01 and the imposition of,
or any change in the rate of, any tax excluded from the definition of Taxes in
Section 3.01(a) payable by such Lender); or

         

        (iii)              
impose on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or LIBOR Loans made by such Lender;

         

        and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to
reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or any other amount) then, upon request of such
Lender, the Borrowers will pay to such Lender, such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction
suffered, so long as such costs have accrued on or after the day which is two
hundred seventy (270) days prior to the date on which such Lender first made
demand therefor.

         

        (b)              
Without duplication of amounts payable in paragraph (a) above, if
any Lender determines that any change in Law affecting such Lender or any
lending officer of such Lender or Lender’s holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such change in Law (taking
into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy), then from time to time the
Borrowers will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender’s holding company for any such reduction
suffered.

         

        3.05         
 Funding Losses .  Upon demand
of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrowers shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result
of:

         

        (a)               
any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

         

        (b)              
any failure by the Borrowers (for a reason other than the failure
of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrowers; or

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)               
any assignment of a LIBOR Loan on a day other than the last day of
the Interest Period therefor as a result of (i) a request by the Borrowers
pursuant to

          Section 12.15 or
(ii) an assignment by CIT Healthcare pursuant to Section
12.07(b)  as part of the primary syndication of the Commitments and
Loans following the Closing Date;

         

        including any loss of anticipated
profits and any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained.  

         

        For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 3.05 , each Lender shall be deemed to have
funded each LIBOR Loan made by it at the LIBO Base Rate used in determining the
LIBO Rate for such Loan by a matching deposit or other borrowing in the London
interbank market for a comparable amount and for a comparable period, whether or
not such LIBOR Loan was in fact so funded.

         

        3.06         
 Matters Applicable to all Requests
for Compensation .

         

        (a)               
A certificate of the Administrative Agent or any Lender claiming
compensation under this Article 3 and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error.  In determining such
amount, the Administrative Agent or such Lender may use any reasonable averaging
and attribution methods.

         

        (b)              
Upon any Lender making a claim for compensation under  Section 3.01 or 3.04 or becoming a Defaulting
Lender and continuing as a Defaulting Lender for a period of twenty (20)
consecutive days, the Borrowers may replace such Lender in accordance with
Section 12.15 .

         

        3.07         
 Survival .  All of the
Borrowers’ obligations under this Article 3 shall survive the
Termination Date.

         

        ARTICLE 4

CONDITIONS PRECEDENT TO CREDIT
EXTENSIONS

         

        4.01         
 Conditions of Initial Credit
Extension .  The obligation of each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:

         

        (a)               
 Loan Documents .  Receipt by the
Administrative Agent of executed counterparts of this Agreement, the Security
Agreement and the agreements and the other documents executed in connection
herewith and therewith and the Notes (if requested), each properly executed by a
Responsible Officer of the signing Loan Party and, in the case of this
Agreement, by each Lender.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
 Organization Documents, Resolutions,
Etc .  Receipt by the Administrative Agent of the following, each of
which shall be originals or facsimiles (followed promptly by originals), dated
as of a recent date before the Closing Date and in form and substance reasonably
satisfactory to the Administrative Agent and its legal
counsel:

         

        (i)                 
copies of the Organization Documents of each Loan Party certified to be true and
complete as of a recent date by the appropriate Governmental Authority of the
state or other jurisdiction of its incorporation or organization, where
applicable, and certified by a secretary or assistant secretary of such Loan
Party to be true and correct as of the Closing Date;

         

        (ii)               
such resolutions or other action, incumbency certificates and/or other
certificates of Responsible Officers of each Loan Party as the Administrative
Agent may require evidencing the identity, authority and capacity of each
Responsible Officer thereof (A) executing any agreement, certificate of
other document required to be delivered hereby or (B) authorized to act as
a Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party; and

         

        (iii)              
such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and is
validly existing, in good standing and qualified to engage in business in its
state of organization or formation and the state in which its principal place of
business is located.

         

        (c)               
 Filings, Registrations and
Recordings .  Receipt by the Administrative Agent of each document
(including any UCC-1 financing statements) required by the Collateral Documents
or under Law or reasonably requested by the Administrative Agent to be filed,
registered or recorded in order to create in favor of the Administrative Agent,
for its benefit and the benefit of the Secured Parties, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person
(other than Permitted Liens), which shall be in proper form for filing,
registration or recordation.

         

        (d)              
 Pledged Stock; Stock Powers; Pledged
Notes .  Receipt by the Administrative Agent of (i) any
certificates representing the shares of Capital Stock pledged pursuant to the
Security Agreement, together with an undated stock (or analogous) power for each
such certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the
Administrative Agent pursuant to the Security Agreement endorsed (without
recourse) in blank (or accompanied by an executed transfer form in blank) by the
pledgor thereof.

         

        (e)               
[ Reserved ].

         

        (f)                
[ Reserved ]. 

         

        (g)               
 Opinions of Counsel .  Receipt by
the Administrative Agent of favorable opinions of (i) Alston & Bird
LLP, counsel to the Loan Parties, (ii) any local counsel to the Loan
Parties and (iii) Fox Rothschild LLP, counsel to Target delivered pursuant
to Section 10.01(h) of the Target Merger Agreement, in each case, addressed
to the Administrative Agent and each Lender, dated as of the Closing Date, and
in form and substance reasonable satisfactory to the Administrative
Agent.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (h)               
 Evidence of Insurance .  Receipt by
the Administrative Agent of ACORD insurance evidencing insurance coverages and
amounts and appropriate endorsements in favor of the Administrative Agent with
respect thereto.

         

        (i)                 
 Liens Searches .  Receipt by the
Administrative Agent of UCC and other Lien searches considered necessary by the
Administrative Agent and other evidence as requested by Administrative Agent
that no Liens exist other than Permitted Liens.

         

        (j)                
 Termination of Existing Credit
Agreement .  Receipt by the Administrative Agent of a payoff letter, in
form and substance satisfactory to Administrative Agent, relating to the
Existing Credit Agreement.

         

        (k)              
 Subordinated Indebtedness
Documents .  Receipt by the Administrative Agent of a copy, certified by
a Responsible Officer of the Borrower Representative as true and complete, of
each of the Subordinated Indebtedness Documents, in each case, including
schedules and exhibits thereto and together with all amendments, modifications,
supplements and waivers thereto along with Subordination Agreements, in form and
substance satisfactory to the Administrative Agent with respect to any
Subordinated Indebtedness listed on Schedule 4.01
hereto.

         

        (l)                 
 Third Party Consents; Change of
Ownership .  Receipt by the Administrative Agent of evidence reasonably
satisfactory to the Administrative Agent that (i) the Loan Parties have
obtained all material Governmental Approvals and other third party approvals
(including all approvals required for a change of ownership for Medicare and
Medicaid) necessary in connection with the consummation of the Target Merger,
the operation of Borrowers’ businesses and the execution, delivery and
performance of the Loan Documents shall have been obtained and be in full force
and effect, and (ii) all waiting periods shall have expired without any action
being taken or threatened by any authority that would restrain or otherwise
impose adverse conditions on the Target Merger, the operation of Borrowers’
businesses or Administrative Agent’s or any Lender’s rights or remedies under
the Loan Documents.

         

        (m)             
 Fees .  Receipt by the
Administrative Agent and the Lenders of any fees required to be paid on or
before the Closing Date under this Agreement and the Fee
Letter.

        (n)               
 Attorney Costs .  The Loan Parties
shall have paid all Attorney Costs of the Administrative Agent, plus such
additional amounts of Attorney Costs as shall constitute its reasonable estimate
of Attorney Costs incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Loan Parties and the Administrative
Agent).

         

        (o)              
 Compliance with Laws .  Each Loan
Party shall be in compliance with all applicable Law, and shall have provided
the Administrative Agent with true and correct copies of each of the
accreditations, license and, certifications required by Section 5.01
below.

         

        (p)              
 Compliance with Agreements .  Each
Loan Party shall be in compliance with all Material Contracts, and shall have
provided the Administrative Agent with true and correct copies of each Material
Provider Agreement, and each other Material Contract.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (q)              
 No Litigation .  There exists no
material pending or threatened Proceeding against the Loan Parties or any of
their respective Affiliates or respective assets in any court or administrative
forum.

         

        (r)                
[ Reserved ].

         

        (s)               
 No Material Adverse Change .  There
shall not have occurred since December 31, 2006 any development, event or
circumstance which has had or could reasonably be expected to have a Material
Adverse Effect with respect to the Loan Parties and their Subsidiaries, taken as
a whole.

         

        (t)                
 No Target Material Adverse Change.  
There shall not have occurred a Company Material Adverse Effect (as defined in
the Target Merger Agreement) after December 31, 2007, as reasonably determined
by Holdings; provided, however, in no event shall the waiver by Holdings of a
Company Material Adverse Effect as a condition to its obligation to consummate
the Merger under the Target Merger Agreement prohibit Administrative Agent from
determining that this condition precedent has not been satisfied due to the
occurrence of such Company Material Adverse Effect.

         

        (u)               
 Closing Certificate .  Receipt by
the Administrative Agent of a certificate executed by a Responsible Officer of
the Borrower Representative certifying that the conditions specified in
Sections 4.01(s), (t), and (v), (y), (z), (bb) and (gg) and
Sections 4.02(a) , (b) , (c) and (d) have been
satisfied and that the representations and warranties contained in
Article 5 are true and correct as of the Closing
Date.

         

        (v)               
 Target Merger Documents .  No
provision of the Target Merger Agreement shall have been
altered, amended, waived or otherwise changed or supplemented in a manner that
could reasonably be expected to be materially adverse to Administrative Agent
and/or the other Lenders or materially affect Administrative Agent’s or the
other Lenders’ rights or remedies hereunder or under the other Loan
Documents.  The Target Merger shall have been consummated or shall be
consummated contemporaneously with the closing and funding of the Loans in
accordance with the terms of the Target Merger Agreement (as altered, amended,
waived or otherwise changed or supplemented in compliance with this
paragraph).

         

        (w)             
 [Reserved] .

         

        (x)               
 [ Reserved ].

         

        (y)               
 Solvency .  Receipt by the
Administrative Agent of a certificate from the Chief Financial Officer of the
Borrower Representative attesting that the Loan Parties are Solvent immediately
before and immediately after giving effect to the Target Merger and the initial
funding of the Loans (and the application of proceeds
thereof).

         

        (z)               
 Minimum EBITDA .  Receipt by the
Administrative Agent of a certificate of the Borrower Representative’s chief
financial officer, in form, substance and detail satisfactory to the
Administrative Agent demonstrating that the Pro Forma Adjusted EBITDA for the
twelve month period ended December 31, 2007 is equal to at least $20,000,000
from planned continuing operations.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (aa)           
 [Reserved] .

         

        (bb)          
 Maximum Closing Date Leverage . 
Receipt by the Administrative Agent of a certificate of the Borrower
Representative’s chief financial officer, in form, substance and detail
satisfactory to the Administrative Agent, demonstrating that the ratio of Pro
Forma Consolidated Funded Indebtedness to Pro Forma Adjusted EBITDA for the
twelve month period ended December 31, 2007 does not exceed 2.75 to
1.00.

         

        (cc)           
 Merger Certificate .  Receipt by the
Administrative Agent of the filed Certificate of Merger certified by the
Secretary of State of the State of Delaware.

         

        (dd)          
 AmerisourceBergen Subordination
Agreement .  Receipt by Administrative Agent of the fully executed
AmerisourceBergen Subordination Agreement in form and substance reasonably
satisfactory to Administrative Agent (Administrative Agent acknowledging and
agreeing that an intercreditor and subordination in form and substance
substantially similar to the Subordination Agreement by and among Holdings,
AmerisourceBergen Drug Corporation and Heller Healthcare Finance, Inc. dated
September 15, 2003 shall be satisfactory to Administrative
Agent).

         

        (ee)           
 Mirra Subordination Agreement . 
Receipt by Administrative Agent of the fully executed Mirra Subordination
Agreement in form and substance reasonably satisfactory to Administrative Agent
(Administrative Agent acknowledging and agreeing that a subordination in form
and substance substantially similar to the Subordination Agreement by and among
Administrative Agent, the Target and certain of its subsidiaries and Raymond A.
Mirra, Jr., dated October 5, 2007 shall be satisfactory to Administrative
Agent).

         

        (ff)              
 RAM Subordination Agreement . 
Receipt by Administrative Agent of the fully executed RAM Subordination
Agreement in form and substance reasonably satisfactory to Administrative Agent
(Administrative Agent acknowledging and agreeing that a subordination in form
and substance substantially similar to the Subordination Agreement by and among
Administrative Agent, the Target and certain of its subsidiaries and Raymond A.
Mirra, Jr. dated October 5, 2007 shall be satisfactory to Administrative
Agent).

         

        (gg)           
 Existing Credit Agreement .  No
event of default shall have occurred (which has not been waived in writing)
under the Existing Credit Agreement.

         

        4.02         
 Conditions to all Credit
Extensions .  The obligation of each Lender to honor any Request for
Credit Extension, whether on the Closing Date or at any time thereafter, is
subject to the following conditions precedent:

         

        (a)               
The representations and warranties of each Loan Party contained in
 Article 5 or any other Loan Document, or which
are contained in any document furnished at any time under or in connection
herewith or therewith, shall be true and correct (i) if such date is the
Closing Date, on and as of such date and (ii) otherwise, in all material
respects (provided, that if any representation or warranty is by its terms
qualified by concepts of materiality, such representation shall be true and
correct in all respects) on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02 , the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall
be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01 ;
provided that, on the Closing Date, such representations and warranties shall be
limited to the Borrowers and their respective Subsidiaries (excluding the Target
and its Subsidiaries).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
No Default or Event of Default shall exist, or would result from
such proposed Credit Extension.

         

        (c)               
After giving effect to such Credit Extension, the total Revolving
Exposures shall not exceed the total Revolving Commitments.

         

        (d)              
The Administrative Agent shall have received a Request for Credit
Extension in accordance with the requirements hereof.

         

        Each Request for Credit Extension
submitted by the Borrower Representative shall be deemed to be a representation
and warranty by the Loan Parties that the conditions specified in Section 4.02 have been satisfied on and as of the
date of the applicable Credit Extension.

         

        ARTICLE 5

REPRESENTATIONS AND
WARRANTIES

         

        The Loan Parties hereby represent
and warrant to the Administrative Agent and the Lenders that:

         

        5.01         
 Existence, Qualification and
Power .  Each Loan Party (a) is a corporation, partnership or
limited liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
Permits to (i) own its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents
to which it is a party, except where the failure to have such Permits, either
singularly or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, and (c) is duly qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, except where the failure to have such Permits, either
singularly or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.

         

        5.02         
 Authorization; No
Contravention .  The execution, delivery and performance by each Loan
Party of each Loan Document and each Target Merger Document to which such Person
is party, have been duly authorized by all necessary corporate or other
organizational action, and do not (a) contravene the terms of any Loan
Party’s Organization Documents; (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, (i) any Contractual
Obligation to which any Loan Party is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which any Loan Party or the Property of any Loan Party is subject;
(c) violate any Law (including Regulation U or Regulation X
issued by the FRB); or (d) result in a limitation on any material licenses,
permits or other Governmental Approvals applicable to the business, operations
or properties of any Loan Party or adversely affect the ability of any Loan
Party to participate in any Medical Reimbursement
Programs.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.03         
 Governmental Authorization; Other
Consents .  No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, other than (i) those that have already been obtained
and are in full force and effect, (ii) filings to perfect the Liens created
by the Collateral Documents and (iii) in connection with any enforcement action
taken under the UCC.

         

        5.04         
 Binding Effect .  Each Loan
Document has been duly executed and delivered by each Loan Party that is party
thereto.  Each Loan Document constitutes a legal, valid and binding
obligation of each Loan Party that is party thereto, enforceable against each
such Loan Party in accordance with its terms, except as enforceability may be
limited by applicable Debtor Relief Laws or by equitable principles relating to
enforceability.

         

        5.05         
 Financial Statements; No Material
Adverse Effect .

         

        (a)               
The Audited Pre-Closing Financial Statements (i) were prepared
in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present
in all material respects the financial condition of the Loan Parties and their
Subsidiaries and the Target and its Subsidiaries, as applicable, as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
Indebtedness and other liabilities, direct or contingent, of the Loan Parties
and their Subsidiaries and the Target and its Subsidiaries, as applicable, as of
the date thereof, including liabilities for taxes, commitments and
Indebtedness.

         

        (b)              
The Interim Pre-Closing Financial Statements (i) were prepared
in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present
in all material respects the financial condition of the Loan Parties and their
Subsidiaries and the Target and its Subsidiaries, as applicable, as of the date
thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments; and (iii) show all material Indebtedness
and other liabilities, direct or contingent, of the Loan Parties and their
Subsidiaries and the Target and its Subsidiaries, as applicable, as of the date
thereof, including liabilities for taxes, material commitments and
Indebtedness.

         

        (c)               
From the date of the Audited Pre-Closing Financial Statements and
the Interim Pre-Closing Financial Statements to and including the Closing Date,
there has been no Disposition by the Loan Parties and their Subsidiaries or the
Target and its Subsidiaries, or any Involuntary Disposition, of any material
part of the business or Property of the Loan Parties and their Subsidiaries or
the Target and its Subsidiaries, taken as a whole, and no purchase or other
acquisition by any of them of any business or property (including any Capital
Stock of any other Person) material in relation to the consolidated financial
condition of the Loan Parties and their Subsidiaries and the Target and its
Subsidiaries, taken as a whole, in each case, which is not reflected in the
foregoing financial statements or in the notes thereto and has not otherwise
been disclosed in writing to the Lenders on or prior to the Closing
Date.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
The financial statements delivered pursuant to  Sections 6.01(a) and 6.01(b) have been prepared
in accordance with GAAP (except as may otherwise be permitted under
Sections 6.01(a) and 6.01(b) ) and present fairly (on
the basis disclosed in the footnotes to such financial statements) in all
material respects the consolidated financial condition, results of operations
and cash flows of the Loan Parties and their Subsidiaries as of the dates
thereof and for the periods covered thereby.

         

        (e)               
Since December 31, 2006, there has been no event or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.  Since December 31, 2007, there has been no event or
circumstance that has had or could reasonably be expected to have a Company
Material Adverse Effect (as such term is defined in the Target Merger
Agreement).

         

        5.06         
 Litigation .  Except as set
forth on Schedule 5.06 , there are no Proceedings pending or, to the
knowledge of the Loan Parties after due and diligent investigation, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against any Loan Party or any of its Subsidiaries or against
any of their properties or revenues that (a) purport to affect or pertain
to this Agreement or any other Loan Document, or (b) if determined
adversely, could reasonably be expected to have a Material Adverse
Effect.

         

        5.07         
 No
Default .

         

        (a)               
No Loan Party is (i) in breach of or default under any
Material Contract, or (ii) is in breach of or default under any Contractual
Obligation that could reasonably be expected to have a Material Adverse
Effect.

         

        (b)              
No Default or Event of Default has occurred and is
continuing.

         

        5.08         
 Ownership of Property;
Liens .  Each of the Loan Parties and its Subsidiaries has good record
and marketable title in fee simple to, or valid leasehold interests in, all Real
Property necessary or used in the ordinary conduct of its business.  No
Property of the Loan Parties and their Subsidiaries is subject to any Liens,
other than Permitted Liens.

         

        5.09         
 Environmental Compliance . 
Except as could not reasonably be expected to have a Material Adverse
Effect:

         

        (a)               
Each of the Facilities and all operations at the Facilities are in
compliance with all applicable Environmental Laws, and there is no violation of
any Environmental Law with respect to the Facilities or the Businesses, and
there are no conditions relating to the Facilities or the Businesses that could
give rise to liability under any applicable Environmental Laws.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
None of the Facilities contains, or has previously contained, any
Hazardous Materials at, on or under the Facilities in amounts or concentrations
that constitute or constituted a violation of, or could give rise to liability
under, Environmental Laws.

         

        (c)               
Neither any Loan Party nor any Subsidiary has received any written
or verbal notice of, or inquiry from any Governmental Authority regarding, any
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Facilities or the Businesses, nor does any Responsible
Officer of any Loan Party have knowledge or reason to believe that any such
notice will be received or is being threatened.

         

        (d)              
Hazardous Materials have not been transported or disposed of from
the Facilities, or generated, treated, stored or disposed of at, on or under any
of the Facilities or any other location, in each case by or on behalf of any
Loan Party or any Subsidiary in violation of, or in a manner that would be
reasonably likely to give rise to liability under, any applicable Environmental
Law.

         

        (e)               
No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Responsible Officers of the Loan Parties,
threatened, under any Environmental Law to which any Loan Party or any
Subsidiary is or will be named as a party, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to any Loan Party, any Subsidiary, the Facilities or the
Businesses.

         

        (f)                
There has been no release or, threat of release of Hazardous
Materials at or from the Facilities, or arising from or related to the
operations (including disposal) of any Loan Party or any Subsidiary in
connection with the Facilities or otherwise in connection with the Businesses,
in violation of or in amounts or in a manner that could give rise to liability
under Environmental Laws.

         

        5.10         
 Insurance .  The properties
of the Loan Parties and their Subsidiaries are insured with financially sound
and reputable insurance companies (none of which are Affiliates of the Loan
Parties), in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the applicable Loan Party or the
applicable Subsidiary operates.  The insurance coverage of the Loan Parties
as in effect on the Closing Date complies with the requirements of
Section 6.07 and is outlined as to carrier, policy number,
expiration date, type, amount and deductibles on
Schedule 5.10 .

         

        5.11         
 Taxes .  The Loan Parties
have filed all federal, state and other material tax returns and reports
required to be filed, and have paid all federal, state and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are (a) not delinquent or (b) being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP.  There is no proposed tax assessment
against any Loan Party that could, if made, have a Material Adverse
Effect.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.12         
 ERISA
Compliance .

         

        (a)               
Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code, the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) and the regulations and published
interpretations thereunder, and other federal or state Laws.  Each Plan
that is intended to qualify under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the IRS or an
application for such letter is currently being processed by the IRS with respect
thereto taking into account the changes in qualification requirements under
Section 401(a) of the Internal Revenue Code made by the Uruguay Round
Agreements Act, the Small Business Job Protection Act of 1996, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act
of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and
the Community Renewal Tax Relief Act of 2000 (and each Plan has been timely
amended to reflect changes in the qualification requirements under
Section 401(a) of the Internal Revenue Code made by the Economic Growth and
Tax Relief Reconciliation Act of 2001 and any application IRS guidance issued
thereunder) and, to the best knowledge of the Loan Parties, nothing has occurred
which would prevent, or cause the loss of, such qualification.  Each Loan
Party and each ERISA Affiliate has made all required contributions to each Plan
subject to Section 412 of the Internal Revenue Code, and no application for
a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Internal Revenue Code has been made with respect to any
Plan.  Each Loan Party and each ERISA Affiliate has performed all their
obligations under each Plan according to their terms, including filing or
furnishing to the IRS, Department of Labor or other Governmental Authority, or
to participants or beneficiaries of each Plan, any reports, returns, notices and
other documentation required to be filed or furnished.

         

        (b)              
There are no pending or, to the knowledge of the Loan Parties,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any
Plan.

         

        (c)               
(i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) no Loan Party or any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (iv) no Loan Party or any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) no Loan Party or any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c)
of ERISA.

         

        5.13         
 Subsidiaries .  Set forth on
Schedule 5.13 is a complete and accurate list as of the Closing Date
of the name and jurisdiction of organization of each Loan Party and each
Subsidiary, together with (a) number of shares of each class of Capital
Stock outstanding and (b) number and percentage of outstanding shares of
each class owned (directly or indirectly) by any Loan Party or any
Subsidiary.  None of the shares of Capital Stock of any Subsidiary is
subject to any outstanding options, warrants, rights of conversion or purchase
and all other similar rights with respect thereto.  The outstanding Capital
Stock of each Loan Party and each Subsidiary that is a corporation is validly
issued, fully paid and non-assessable.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.14         
 Margin Regulations; Investment
Company Act .

         

        (a)               
The Loan Parties are not engaged and will not engage, principally
or as one of their important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock. 
No proceeds of any Borrowing shall be used for the purpose of purchasing or
carrying margin stock.

         

        (b)              
None of the Loan Parties, any Person Controlling any Loan Party or
any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.

         

        5.15         
 Disclosure .  No report,
financial statement, certificate or other information furnished (whether in
writing or orally) by or on behalf of any Loan Party to the Administrative Agent
or any Lender in connection with the transactions contemplated hereby and
contemplated in the Target Merger Documents and the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to any projected financial information, the Loan Parties represent
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.  Notwithstanding the foregoing,
Administrative Agent and Lenders acknowledge that the pro forma financial
statements and other economic forecasts by Borrowers hereunder are not factual
representations and that the actual financial results of Borrowers may differ
from the pro forma financial statements and other economic forecasts submitted
from time to time.

         

        5.16         
 Compliance with Laws .  Each
of the Loan Parties and each Subsidiary has operated at all times in compliance
with the requirements of all material Laws (including Healthcare Laws) and all
orders, writs, conditions of participation, contracts, standards, policies,
injunctions, decrees, and Governmental Approvals applicable to it, its
properties or the Facilities.  Without limiting the generality of the
foregoing:

         

        (i)                 
neither any Loan Party nor any Subsidiary, nor any individual employed by any
Loan Party or any Subsidiary, has any criminal culpability or has been excluded
from participation in any Medical Reimbursement Program for corporate or
individual actions or failures to act known to any Loan Party or any Subsidiary
where such culpability or exclusion has resulted or could reasonably be expected
to result in an Exclusion Event and neither any Loan Party nor any Subsidiary
nor any individual employed by any Loan Party or Subsidiary has been subject to
sanction or been indicted or convicted of a crime, or pled nolo contendre or to sufficient
facts, in connection with any allegation of violation of any Medical
Reimbursement Program or health care law;

         

        (ii)               
no officer or other member of management continues to be employed by any Loan
Party or any Subsidiary who may reasonably be expected to have individual
culpability for matters under investigation by the OIG or other Governmental
Authority unless such officer or other member of management has been, within a
reasonable period of time after discovery of such actual or potential
culpability, either suspended or removed from positions of responsibility
related to those activities under challenge by the OIG or other Governmental
Authority;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (iii)              
current billing policies, arrangements, protocols, practices and instructions of
the Loan Parties and their Subsidiaries comply with requirements of Medical
Reimbursement Programs and are administered by properly trained personnel,
except where any such failure to comply could not reasonably be expected to
result in an Exclusion Event or a Material Adverse Effect;

         

        (iv)             
current arrangements of the Loan Parties and their Subsidiaries with physicians
and other healthcare providers and referral sources comply with all Healthcare
Laws, except where any such failure to comply could not reasonably be expected
to result in an Exclusion Event or a Material Adverse Effect; 

         

        (v)               
neither any Loan Party nor any Subsidiary is in receipt of any written notice of
any material violation of any Law, statute, rule, regulation, ordinance, code,
judgment, order writ, decree, permit, concession, franchise or other
governmental approval applicable to it or any of its property, which notice,
individually or in the aggregate could reasonably be expected to result in an
Exclusion Event or a Material Adverse Effect; and

         

        (vi)             
neither any Loan party nor any Subsidiary or any Affiliate thereof is in
violation of and shall not violate any of the country or list based economic and
trade sanctions administered and enforced by OFAC that are described or
referenced at http://ustreas.gov/offices/enforcement/ofac/ or as otherwise
published from time to time.

         

        5.17         
 Intellectual Property; Licenses,
Etc .  The Loan Parties and their Subsidiaries own, or possess the legal
right to use, all of the trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, “ IP Rights ”) that are necessary for the operation
of their respective businesses without conflict with the rights of any other
Person.  Set forth on Schedule 5.17 is a list of all IP Rights
registered or pending registration with the United States Copyright Office or
the United States Patent and Trademark Office and owned by any Loan Party, or
that any Loan Party has the right to use (other than off-the-shelf software), as
of the Closing Date.  No claim has been asserted and is pending by any
Person challenging or questioning the use of any IP Rights or the validity or
effectiveness of any IP Rights (except as could not reasonably be expected to
have a Material Adverse Effect), nor does any Loan Party know of any such claim,
and, to the knowledge of the Responsible Officers of the Loan Parties, the use
of any IP Rights by any Loan Party or any Subsidiary or the granting of a right
or a license in respect of any IP Rights from any Loan Party or any Subsidiary
does not infringe on the rights of any Person.  As of the Closing Date,
none of the IP Rights owned by any of the Loan Parties is subject to any
licensing agreement or similar arrangement except as set forth on
Schedule 5.17 .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.18         
 Broker’s Fees .  Except as
set forth on Schedule 5.18 , neither any Loan Party nor any Subsidiary has
any obligation to any Person in respect of any finder’s, broker’s, investment
banking or other similar fee in connection with any of the transactions
contemplated under the Loan Documents or the Target Merger
Agreement.

         

        5.19         
 Labor Matters .  There are no
collective bargaining agreements or Multiemployer Plans covering the employees
of any Loan Party or any Subsidiary as of the Closing Date, and neither any Loan
Party nor any Subsidiary has suffered any strikes, walkouts, work stoppages or
other material labor difficulty within the last five
(5) years.

         

        5.20         
 Business Locations .  Set
forth on Schedule 5.20(a) is a list of all Real Property located in
the United States that is owned or leased by any Loan Party as of the Closing
Date.  Set forth on Schedule 5.20(b) is a list of all locations
where any tangible personal property of any Loan Party is located as of the
Closing Date.  Set forth on Schedule 5.20(c) is the chief
executive office, tax payer identification number and organizational
identification number of each Loan Party as of the Closing Date.  The exact
legal name and state of organization of each Loan Party is as set forth on the
signature pages hereto.

         

        5.21         
 Perfection of Security Interests in
the Collateral .  The Collateral Documents create valid security
interests in, and Liens on, the Collateral purported to be covered thereby,
which security interests and Liens are currently perfected security interests
and Liens (other than those security interests and Liens for which
Administrative Agent and Borrowers have reasonably determined that the cost of
perfecting such security interests and Liens is excessive in relation to the
benefit to Administrative Agent and Lenders afforded thereby), prior to all
other Liens, other than Permitted Liens.

         

        5.22         
 Solvency .  Both before and
after giving effect to (a) the Loans to be made or extended on the Closing
Date or such other date as Loans requested hereunder are made or extended, the
issuance of the guaranties of the Obligations and the pledge of assets as
security therefor by all of the Loan Parties, (b) the disbursement of the
proceeds of such Loans pursuant to the instructions of the Loan Parties,
(c) the consummation of the transactions contemplated in the Loan Documents
and the Target Merger Agreement and (d) the payment and accrual of all
transaction costs in connection with the foregoing, the Loan Parties
individually and taken as a whole are Solvent.

         

        5.23         
 Reserved .  

         

        5.24         
 Material Contracts . 
Schedule 5.24 contains a true, correct and complete list of all
Material Contracts in effect as of the Closing Date, and except as described
thereon, all such Material Contracts are in full force and effect and no
material breaches, defaults or events of default currently exist
thereunder.

         

        5.25         
 Patriot Act .  To the extent
applicable, each Loan Party is in compliance with the (i) Trading with the
Enemy Act, and each of the foreign assets control regulations of the Untied
States Treasury Department (31 CFR, Subtitle B, Chapter V) and any
other enabling legislation or executive order relating thereto, and
(ii) Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the
“ Patriot Act ”).  No part of the proceeds of the Loans will be used,
directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as
amended.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.26         
 Fraud and Abuse .  Neither
any Loan Party nor any Subsidiary nor any of their respective officers or
directors has engaged in any activities that are prohibited under any applicable
provision of any Healthcare Law and the regulations promulgated thereunder,
including HIPAA, the Medicare Regulations or the Medicaid
Regulations.

         

        5.27         
 Licensing and
Accreditation .

         

        (a)               
Each of the Loan Parties and their Subsidiaries has, to the extent
applicable:  (i) obtained (or been duly assigned) all material
Governmental Approvals and certificates of need or determinations of need as
required by the relevant state Governmental Authority for the acquisition,
construction, expansion of, investment in or operation of its Businesses and
Facilities as currently operated; (ii) obtained and maintains in good
standing all material Governmental Approvals and Healthcare Permits;
(iii) obtained and maintains accreditation from all generally recognized
accrediting agencies; (iv) entered into and maintains in good standing its
Medicare Provider Agreements and, to the extent applicable, Medicaid Provider
Agreements; and (v) ensured that all such material Healthcare Permits are
in full force and effect on the date hereof and have not been revoked or
suspended or otherwise limited (collectively, “ Certificates, Licenses and Accreditation ”).  No
event has occurred or other fact exists with respect to the Certificates,
Licenses and Accreditation and Governmental Approvals that allows, or after
notice or lapse of time or both, would allow, revocation, suspension,
restriction, limitation or termination of any of the Certificates, Licenses and
Accreditation and Governmental Approvals.  No notice from any Governmental
Authority in respect to the revocation, suspension, restriction, limitation or
termination of any Certificates, Licenses and Accreditation and Governmental
Approvals has been delivered, issued, proposed or threatened.

         

        (b)              
Each Contract Provider is duly licensed by each state, state
agency, commission or other Governmental Authority having jurisdiction over the
provision of such services by such Person in the locations where the Loan
Parties and their Subsidiaries conduct business, to the extent such licensing is
required to enable such Person to provide the professional services provided by
such Person and otherwise as is necessary to enable the Loan Parties and their
Subsidiaries to operate as currently operated and as contemplated to be
operated.

         

        (c)               
There is no civil, criminal or administrative action, suit, claim,
indictment, proceeding, hearing, charge, complaint, demand, audit inspection or
investigation pending or, to the knowledge of the Loan Parties, threatened by
any federal, state or local governmental agency against any Loan Party or any
Subsidiary or any Responsible Officer thereof, nor is there any basis
therefore.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.28         
 Reimbursement from Medical
Reimbursement Programs .  The accounts receivable of the Loan Parties
and their Subsidiaries and all billing and collection practices of Loan Parties
and their Subsidiaries have been and will continue to be adjusted to reflect the
reimbursement policies (both those most recently published in writing as well as
those not in writing which have been verbally communicated) of Medical
Reimbursement Programs, including Medicare, Medicaid, Blue Cross/Blue Shield,
private insurance companies, health maintenance organizations, preferred
provider organizations, alternative delivery systems, managed care systems,
government contracting agencies and other third party payors.  In
particular, accounts receivable relating to such Medical Reimbursement Programs
do not and shall not exceed amounts any obligee is entitled to receive under any
capitation arrangement, fee schedule, discount formula, cost-based reimbursement
or other adjustment or limitation to its usual charges.  Neither the Loan
Parties nor their Subsidiaries have submitted to any Medical Reimbursement
Program any false, fraudulent, abusive or improper claim for payment, billed any
Medical Reimbursement Program for any service not rendered as claimed, or
received and retained any payment or reimbursement from any Medical
Reimbursement Program in excess of the proper amount allowed by applicable law
and applicable contracts or agreements with the Medical Reimbursement
Program.

         

        5.29         
 Medicare and Medicaid Notices and
Filings Related to Health Care Business .  With respect to the Loan
Parties and their Subsidiaries, to the extent applicable:  (i) each
has timely filed all reports required to be filed in connection with Medicare
and applicable Medicaid programs and due on or before the date hereof, and all
required reports and administrative forms and filings are true and complete in
all material respects; (ii) there are no claims, actions, proceedings or
appeals pending (and neither any Loan Party nor any of their Subsidiaries has
filed anything that would result in any claims, actions or appeals) before any
Governmental Authority with respect to any Medicare or Medicaid cost reports or
claims filed by any Loan Party or any of their Subsidiaries on or before the
date hereof, or with respect to any adjustments, denials, recoupments or
disallowances by any intermediary, carrier, other insurer, commission, board or
agency in connection with any cost reports or claims; (iii) no validation
review, survey, inspection, audit, investigation or program integrity review
related to any Loan Party or any Subsidiary has been conducted by any
Governmental Authority or government contractor in connection with the Medicare
or Medicaid programs, and no such reviews are scheduled, pending or, threatened
against or affecting any Loan Party or any Subsidiary, other than surveys
conducted in the ordinary course, the findings under which have been fully
remedied in compliance with applicable law and without any penalty, fine,
sanction or other adverse action having been imposed upon any Borrower or
Facility; and (iv) each has timely filed all material reports, data and
other information required by any other Governmental Authority with authority to
regulate any Loan Party or any Subsidiary or its business in any
manner.

         

        ARTICLE 6

AFFIRMATIVE COVENANTS

         

        So long as any Lender shall have
any Revolving Commitment hereunder or any Loan or other Obligation hereunder
shall remain unpaid or unsatisfied, the Loan Parties shall and shall cause each
Subsidiary to:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.01         
 Financial Statements . 
Deliver to the Administrative Agent and each Lender:

         

        (a)               
as soon as available, but in any event within ninety (90) days
after the end of each Fiscal Year of the Loan Parties and their Subsidiaries, an
audited consolidated balance sheet of the Loan Parties and their Subsidiaries as
at the end of such Fiscal Year, and the related consolidated statements of
income or operations, retained earnings, shareholders’ equity and cash flows for
such Fiscal Year, setting forth in each case in comparative form the figures as
of the end of and for the previous Fiscal Year, all in reasonable detail and
prepared in accordance with GAAP, and in the case of the consolidated financial
statements audited and accompanied by a report and opinion of BDO Seidman, LLP
or other independent certified public accountants of nationally recognized
standing reasonably acceptable to the Administrative Agent, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit;
and

         

        (b)              
as soon as available, but in any event within forty-five
(45) days after the end of each of the first three Fiscal Quarters of each
Fiscal Year of the Loan Parties and their Subsidiaries, a consolidated balance
sheet of the Loan Parties and their Subsidiaries as at the end of such Fiscal
Quarter, and the related consolidated statements of income or operations,
retained earnings, shareholders’ equity and cash flows for such Fiscal Quarter
and for the portion of the Fiscal Year then ended, setting forth in each case in
comparative form the figures as of the end of and for the corresponding Fiscal
Quarter of the previous Fiscal Year and the corresponding portion of the
previous Fiscal Year, all in reasonable detail and certified by a Responsible
Officer of the Borrower Representative as fairly presenting in all material
respects the financial condition, results of operations, shareholders’ equity
and cash flows of Loan Parties and their Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes.


         

        6.02         
 Certificates; Other
Information .  Deliver to the Administrative Agent and each Lender, in
form and detail satisfactory to the Administrative
Agent:

         

        (a)               
[Reserved];

         

        (b)              
concurrently with the delivery of the financial statements referred
to in  Sections 6.01(a) and
6.01(b) , a duly completed Compliance Certificate executed by a
Responsible Officer of the Borrower Representative;

         

        (c)               
within seventy-five (75) days after end of each Fiscal Year,
the annual business plan and budget of the Loan Parties and their Subsidiaries
containing, among other things, projected financial statements (including,
without limitation, consolidated balance sheet of the Loan Parties and their
Subsidiaries as at the end of each such Fiscal Quarter, and the related
consolidated statements of income or operations, retained earnings,
shareholders’ equity and cash flows for each such Fiscal Quarter) for each
Fiscal Quarter through the Term Loan Maturity Date;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Loan Parties and their Subsidiaries by
independent accountants in connection with the accounts or books of the Loan
Parties and their Subsidiaries, or any audit of any of them;

         

        (e)               
(i) promptly after the same are available (and in any event
within ten (10) days thereof), copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of
any Loan Party, and copies of all annual, regular, periodic and special reports
and registration statements which any Loan Party may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934 or to a holder of any Indebtedness owed by any Loan Party or any Subsidiary
in its capacity as such a holder and not otherwise required to be delivered to
the Administrative Agent pursuant hereto, (ii) all material reports and
written information to and from the United States Environmental Protection
Agency, or any state or local agency responsible for environmental matters, the
United States Occupational Health and Safety Administration or any successor
agencies or authorities concerning environmental, health or safety matters, and
(iii) all material reports and written information to and from any state or
local agency responsible for health and safety matters, or any successor
agencies or authorities concerning environmental, health or safety matters;
and

         

        (f)                
promptly (and in any event within five (5) days after a
request therefor), such additional information regarding the business, financial
or corporate affairs of any Loan Party or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request.

         

        6.03         
 Notices .

         

        (a)               
Promptly (and in any event within two (2) Business Days)
notify the Administrative Agent in writing of the occurrence of any Default or
Event of Default.

         

        (b)              
Promptly (and in any event within two (2) Business Days)
notify the Administrative Agent in writing of any matter that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.

         

        (c)               
Promptly (and in any event within two (2) Business Days)
notify the Administrative Agent in writing of the occurrence of any ERISA
Event.

         

        (d)              
Promptly (and in any event within five (5) Business Days)
notify the Administrative Agent in writing of any material change in accounting
policies or financial reporting practices by any Loan Party or any
Subsidiary.

         

        (e)               
Promptly (and in any event within five (5) Business Days),
notify the Administrative Agent, in writing, of any Proceeding threatened
against or affecting any Loan Party (i) in which the amount involved or
relief sought is in excess of $150,000, (ii) which could reasonably be
expected to have a Material Adverse Effect, (iii) which seeks injunctive
relief, (iv) which alleges criminal misconduct by any Loan Party,
(v) which alleges material violations of any Laws or Governmental
Approvals, or (vi) which alleges the violation of any law regarding, or
seeks remedies in connection with, any Environmental Liability.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (f)                
Promptly (and in any event within two (2) Business Days),
notify the Administrative Agent, in writing, of (i) the institution of any
investigation, review or proceeding against any Loan Party to suspend, revoke or
terminate (or that may result in the termination of) any Medicaid Provider
Agreement or Medicare Provider Agreement, or any such investigation or
proceeding that may result in an Exclusion Event, (ii) any notice of loss
or threatened loss of any applicable Governmental Approval or accreditation,
loss of participation under any Medical Reimbursement Program or loss of
applicable health care license, in each case, that could reasonably be expected
to result in a Material Adverse Effect or (iii) any notice of an actual or
threatened Exclusion Event.

         

        (g)               
Promptly (and in any event within five (5) Business Days),
notify the Administrative Agent, in writing, of any loss, damage or destruction
to the Collateral in the amount of $150,000 or more individually, whether or not
covered by insurance.

         

        (h)               
Immediately upon the occurrence of, upon becoming aware of, or upon
receipt of notice from a third party to any Loan Party of, (i) any Loan
Party’s default pursuant to the terms of any Material Contract, including,
without limitation, the AmerisourceBergen Contract, to which such Loan Party is
a party or (ii) the termination of, or the intent or threat to terminate,
any such Material Contract, including, without limitation, the AmerisourceBergen
Contract, or lease, notify the Administrative Agent in writing of such default,
termination or threat.

         

        (i)                 
[Reserved].

         

        (j)                
[Reserved].

         

        (k)              
Promptly (and in any event within five (5) Business Days), notify
the Administrative Agent, in writing, of any action, proposal or legislative act
to (i) modify the premium reimbursement rates received for the delivery of
disease management services and/or specialty pharmacy services under the
Medicaid programs in the State of New York and California or (ii) terminate the
Medicaid pilot program relating to the premium reimbursement rates for the
delivery of disease management services and specialty pharmacy services in the
State of California.

         

        Each notice pursuant to this
 Section 6.03 shall be accompanied by a statement
of a Responsible Officer of the Borrower Representative setting forth details of
the occurrence referred to therein and stating what action the Borrowers have
taken and proposes to take with respect thereto.  Each notice pursuant to
Section 6.03(a)  shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.04         
 Payment of Obligations .  Pay
and discharge as the same shall become due and payable, all its material
obligations and liabilities, including (a) all tax liabilities, assessments
and governmental charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
such Loan Party or such Subsidiary; and (b) all lawful claims which, if
unpaid, would by law become a Lien upon its Property unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by such Loan
Party or such Subsidiary.

         

        6.05         
 Preservation of Existence,
Etc. 

         

        (a)               
Preserve, renew and maintain in full force and effect its legal
existence under the Laws of the jurisdiction of its organization or formation
except in a transaction permitted by  Section 7.04 or
Section 7.05 .

         

        (b)              
Preserve, renew and maintain in full force and effect its good
standing under the Laws of the jurisdiction of its organization or
formation.

         

        (c)               
Take all reasonable action to maintain all Governmental Approvals
as are necessary for the conduct of its business as currently conducted and
herein contemplated, including professional licenses, CLIA certifications,
Medicare Provider Agreements and Medicaid Provider Agreements.

         

        (d)              
Preserve, register and renew whenever applicable all of the
registered patents, copyrights, trademarks, trade names and service marks
necessary to conduct its business.

         

        6.06         
 Maintenance of
Properties .

         

        (a)               
Maintain, preserve and protect all of its property necessary in the
operation of its business in good working order and condition, ordinary wear and
tear and Involuntary Dispositions excepted.

         

        (b)              
Make all necessary repairs thereto and renewals and replacements
thereof.

         

        (c)               
Use the standard of care typical in the industry in the operation
and maintenance of its Facilities.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.07         
 Maintenance of Insurance . 
Maintain or cause to be maintained, with financially sound and reputable
insurers rated not less than  B+, Class VI by Best’s, comprehensive general
liability insurance, professional liability (malpractice) insurance, business
interruption insurance and all risk casualty insurance with respect to
liabilities, losses or damage in respect of the assets, properties and
businesses of each Loan Party as may customarily be carried or maintained under
similar circumstances by Persons of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self insurance), with
such deductibles, covering such risks, and in amounts and otherwise on such
terms and conditions as shall be customary for such Persons (including perils of
flood, quake and/or windstorm, as applicable) and reasonably acceptable to the
Administrative Agent.  It being acknowledged and agreed that the insurers
engaged by Borrowers as of the Closing Date are reasonably acceptable to
Administrative Agent.   Without limiting the generality of the
foregoing, the Loan Parties will maintain or cause to be maintained flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the FRB.  Each such
policy of insurance shall (i) name Administrative Agent, on behalf of each
Lender, as an additional insured thereunder as its interests may appear and (ii)
in the case of each casualty insurance policy, contain a lender loss payable
clause or endorsement, satisfactory in form and substance to Administrative
Agent, that names Administrative Agent, on behalf of Lenders, as the lender loss
payee thereunder and (iii) provides for at least thirty (30) days’ prior written
notice to Administrative Agent of any modification or cancellation of such
policy.  The Administrative Agent and Secured Parties have no
responsibility for premiums, warranties or representations to
underwriters.  The Loan Parties or their insurance broker shall provide a
certificate of insurance prior to each policy renewal or replacement.  In
the event Borrowers fail within ten (10) Business Days after Administrative
Agent’s request to provide Administrative Agent with evidence of the insurance
coverage required by this Agreement, Administrative Agent may purchase insurance
at Borrowers’ expense to protect the Administrative Agent’s interests in the
Collateral.  This insurance may, but need not, protect Borrowers’
interests.  The coverage purchased by Administrative Agent may not pay any
claim made by any Borrower or any claim that is made against any Borrower in
connection with the Collateral.  Borrowers may later cancel any insurance
purchased by Administrative Agent, but only after providing Administrative Agent
with evidence that Borrowers have obtained insurance as required by this
Agreement.  If Administrative Agent purchases insurance for the Collateral,
to the fullest extent provided by law, Borrowers will be responsible for the
costs of that insurance, including interest and other charges imposed by
Administrative Agent in connection with the placement of the insurance, until
the effective date of the cancellation or expiration of the insurance.  The
costs of the insurance may be added to the Obligations and secured by the
Collateral Documents.  The costs of the insurance may be more than the cost
of insurance Borrowers are able to obtain on their own.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.08         
 Compliance with
Laws .  Except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect:

         

        (a)               
Comply with the requirements of all Laws and Governmental Approvals
applicable to it (including Healthcare Laws and Environmental Laws) and all
orders, writs, injunctions and decrees applicable to it or to its business or
Property, except in such instances in which such requirement of Law or order,
writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted;

         

        (b)              
Ensure that (i) billing policies, arrangements, protocols and
instructions will comply with reimbursement requirements under Medicare,
Medicaid and other Medical Reimbursement Programs and will be administered by
properly trained personnel; and (ii) medical director compensation
arrangements and other arrangements with referring physicians will comply with
applicable state and federal Healthcare Laws relating to self-referrals and
anti-kickback measures, including 42 U.S.C. Section 1320a-7b(b)(1) -
(b)(2)  42 U.S.C. and 42 U.S.C. Section 1395nn; and

         

        (c)               
Maintain policies that are consistent with HIPAA.

         

        6.09         
 Books and
Records .

         

        (a)               
Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of
such Loan Party or such Subsidiary, as the case may be.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
Maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over such Loan Party or such Subsidiary, as the case may
be.

         

        6.10         
 Inspection Rights .  Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Borrowers and at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Loan Parties;
provided , however , that when a Default or an Event of Default
exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Loan Parties at any time during normal business hours and without
advance notice;  provided , further , that so long as no Default
or Event of Default exists, the Loan Parties shall only be obligated for the
costs and expenses associated with two (2) examinations in any calendar
year.  The Administrative Agent and each Lender acknowledge the Borrowers’
obligation to comply with applicable law, including, without limitation, HIPAA
and will cooperate in a reasonable manner with Borrowers with respect
thereto.

         

        6.11         
 Use of
Proceeds .

         

        (a)               
Use the proceeds of the Term Loan to (i) refinance Indebtedness of
the Target under the Existing Credit Agreement, (ii) pay the Effective Time
Cash Consideration Amount (as defined in the Target Merger Agreement), and
(iii) pay fees, expenses and other transaction costs related to the
consummation of the Target Merger Agreement and the transactions contemplated
thereunder and under this Agreement.

         

        (b)              
Use proceeds of the Revolving Loans for (i) the purposes set forth
in (a) above, (ii) to finance working capital, (iii) make Capital
Expenditures, (iv) consummate Permitted Acquisitions, (v) for other general
corporate purposes and (vi) to make cash payments of the Earnout Payment to the
extent permitted under Section
7.06 .

         

        (c)               
Notwithstanding the foregoing, in no event shall the proceeds of
the Credit Extensions be used in contravention of any Law or of any Loan
Document.

         

        6.12         
 Additional Subsidiaries . 
Simultaneously with (or such longer period as the Administrative Agent may
provide in its sole discretion) any Acquisition or the formation of any
Subsidiary:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (a)               
notify the Administrative Agent thereof in writing, together with
(i) jurisdiction of formation, (ii) number of shares of each class of
Capital Stock outstanding, (iii) number and percentage of outstanding
shares of each class owned (directly or indirectly) by any Loan Party or any
Subsidiary and (iv) number and effect, if exercised, of all outstanding
options, warrants, rights of conversion or purchase and all other similar rights
with respect thereto; and

         

        (b)              
cause such Subsidiary to (A) become a Borrower or Guarantor
(to be determined by the Administrative Agent in its sole discretion) by
executing and delivering to the Administrative Agent a Joinder Agreement or such
other document as the Administrative Agent shall deem appropriate for such
purpose, and 

        (B) deliver to the Administrative Agent documents of the
types referred to in  Sections 4.01(b) ,
(c) and (d)  and favorable opinions of counsel (if
requested) to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (A)), all in form, content and scope reasonably satisfactory to the
Administrative Agent.

         

        6.13         
 ERISA Compliance .  Do, and
cause each of its ERISA Affiliates to do, each of the following: 
(a) maintain each Plan in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Law; (b) cause each Plan that is qualified under Section 401(a)
of the Internal Revenue Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to Section 412 of the
Internal Revenue Code.

         

        6.14         
 Pledged Assets .  At all
times, (a) cause all of the owned and leased Real Property (other than
Excluded Property) of each Loan Party to be subject at all times to first
priority, perfected Liens (except for Permitted Liens and those Liens for which
Administrative Agent and Borrowers have reasonably determined that the cost of
perfecting such Liens is excessive in relation to the benefit to Administrative
Agent and Lenders afforded thereby) and, in the case of owned and leased Real
Property, title insured Liens in favor of the Administrative Agent to secure the
Obligations pursuant to the terms and conditions of the Collateral Documents or,
with respect to any such Property acquired subsequent to the Closing Date, such
other additional security documents as the Administrative Agent shall reasonably
request, subject in any case to Permitted Liens and (b) deliver such other
documentation as the Administrative Agent may reasonably request in connection
with the foregoing, including appropriate UCC financing statements, real estate
title insurance policies, surveys, environmental reports, landlord’s waivers,
certified resolutions and other organizational and authorizing documents of such
Person, favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the Administrative Agent’s
Liens thereunder) and other items of the types required to be delivered pursuant
to Section 4.01(d) , all in form, content and scope reasonably
satisfactory to the Administrative Agent.

        Without limiting the generality
of the above, each Loan Party will cause 100% of the issued and outstanding
Capital Stock of each Subsidiary owned by such Loan Party to be subject at all
times to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Collateral Documents or such other
security documents as the Administrative Agent shall request.

         

        With respect to each Account for
which either the perfection, enforceability, or validity of the Administrative
Agent’s Liens in such Account, or the Administrative Agent’s right or ability to
obtain direct payment to the Administrative Agent of the proceeds of such
Account, is governed by any federal, state, or local statutory requirements
other than those of the UCC, the Loan Parties will take such steps as the
Administrative Agent may from time to time reasonably request, including
compliance with the Federal Assignment of Claims Act of 1940, the Social
Security Act, the Medicare Regulations and the Medicaid Regulations, in each
case and such acts, rules and regulations may be amended, modified, supplemented
and/or replaced from time to time.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        If an Event of Default exists,
each Loan Party shall grant a first priority, perfected Lien (except for
Permitted Liens) on any additional Property of the Loan Parties (including
Excluded Property) in favor of Administrative Agent for the benefit of itself,
the other Lenders and the other Secured Parties to secure the Obligations
pursuant to the terms and conditions of the Collateral Documents as requested by
Administrative Agent in its sole discretion.

         

        6.15         
 Covenant with Respect to
Environmental Matters .  In respect of all environmental
matters:

         

        (a)               
comply in all material respects with the requirements of all
federal, state, and local Environmental Laws applicable to the Loan Parties or
their Property; notify the Administrative Agent promptly in the event of any
spill, release or disposal of Hazardous Material on, or hazardous waste
pollution or contamination affecting, the Facilities in material violation of
applicable Environmental Laws of which a Loan Party has actual knowledge;
forward to the Administrative Agent promptly any written notices relating to
such matters received from any Governmental Authority; and pay when due any fine
or assessment against the Facilities;  provided ,
however, that the Loan Parties shall not be required to pay any such fine or
assessment so long as the validity thereof shall be diligently contested in good
faith by appropriate proceedings and they shall have set aside on their books
reasonable reserves (in accordance with GAAP) with respect to any such fine or
assessment so contested; and provided  further that, in any event,
payment of any such fine or assessment shall be made before any of their
Property shall be subjected to a Lien or be seized or sold in satisfaction
thereof;

         

        (b)              
promptly notify the Administrative Agent upon becoming aware of any
fact or change in circumstances that would be expected to cause any of the
representations and warranties contained in Section 5.09 to cease to be true in all material
respects for any time before the Termination Date;

         

        (c)               
not become involved, and will not knowingly permit any tenant of
the Facilities to become involved, in any operations at the Facilities
generating, storing, disposing, or handling Hazardous Materials in material
violation of applicable Environmental Laws or any other activity that could lead
to the imposition on any Lender or the Administrative Agent of any liability, or
the imposition on the Loan Parties or the Facilities of any material liability
or any lien under any Environmental Laws;

         

        (d)              
promptly contain or remove any Hazardous Materials found on the
Facilities in violation of any applicable Environmental Law, which containment
or removal must be done in compliance with applicable Environmental Laws and at
the Borrowers’ expense; and the Borrowers agree that the Administrative Agent
has the right, at its sole option but at the Borrowers’ expense, to have an
environmental engineer or other representative review the work being done;
and

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)               
indemnify, protect, defend and hold harmless each Indemnitee from
and against any and all liabilities, obligations, losses, damages (including,
consequential damages), penalties, actions, judgments, suits, claims, costs,
expenses and disbursements of any kind or nature whatsoever (including, the
reasonable fees and disbursements of counsel for and consultants of such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), which may be imposed on, incurred by, or asserted against such
Indemnitees (whether direct, indirect, or consequential) now or hereafter
arising as a result of any claim for environmental cleanup costs, any resulting
damage to the environment and any other environmental claims against any Loan
Party, any Lender, the Administrative Agent, any other Indemnitee or the
Facilities;  provided , however , that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee (or such Indemnitee’s officers, directors, employees or
agents).  The provisions of this Section 6.15(e)  shall
continue in effect and shall survive the Termination Date.

         

        6.16         
 Reserved .  

         

        6.17         
 Lenders Meetings .  The Loan
Parties will, upon the request of the Administrative Agent, participate in a
meeting of the Administrative Agent and Lenders once during each Fiscal Year to
be held at the Borrowers’ corporate offices (or at such other location as may be
agreed to by the Borrowers and the Administrative Agent) at such time as may be
agreed to by the Borrowers and the Administrative Agent; provided
that during the existence of an Event of Default, meetings may be held
more frequently than once per Fiscal Year.

         

        6.18         
 Post Closing Covenants .  The
Loan Parties shall satisfy the requirements and/or provide to the Administrative
Agent each of the documents, instruments, agreements and information set forth
on Schedule 6.18 , in form and substance reasonably acceptable to the
Administrative Agent, on or before the date specified for such requirement in
such Schedule or such later date to be determined by the Administrative Agent,
in its sole discretion, each of which shall be completed or provided in form and
substance reasonably satisfactory to the Administrative
Agent.

         

        6.19         
 Interest Rate Protection . 
Within sixty (60) days following the Closing Date, the Borrowers shall
obtain and, at all times thereafter until the third anniversary of the Closing
Date, the Borrowers shall cause to be maintained protection against fluctuations
in interest rates pursuant to one or more Hedge Agreements in form and
substance, and with a Hedge Party, satisfactory to the Administrative Agent, in
order to ensure that no less than fifty percent (50%) of the Term Loan is
subject to such Hedge Agreements.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6.20         
 Handling of Proceeds of Collateral;
Cash Dominion .  The Loan Parties, at their expense, will enforce and
collect payments and other amounts owing on all Accounts in the ordinary course
of their business subject to the terms hereof and take all actions necessary so
that at the close of each Business Day all such payments and amounts are
transferred into the Concentration Account (except such payments and amounts in
Excluded Accounts).

         

        6.21         
 Dissolution of Mail Order Meds,
Inc.   Within thirty (30) days following the Closing Date, the Borrowers
shall cause Mail Order Meds, Inc. to be dissolved, and the Borrowers shall
deliver to Administrative Agent evidence of such dissolution, in form and
substance reasonably satisfactory to Administrative Agent.

         

        ARTICLE 7

NEGATIVE COVENANTS

         

        So long as any Lender shall have
any Revolving Commitment hereunder or any Loan or other Obligation hereunder
shall remain unpaid or unsatisfied, no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:

         

        7.01         
 Liens .  Create, incur,
assume or suffer to exist any Lien upon any of its Property, whether now owned
or hereafter acquired, other than the following:

         

        (a)               
Liens pursuant to any Loan Document;

         

        (b)              
Liens existing on the Closing Date and listed on  Schedule 7.01 and any renewals or extensions thereof,
provided that the Property covered thereby is not increased and any
renewal or extension of the obligations secured or benefited thereby is
permitted by Section 7.03(b) ;

         

        (c)               
Liens (other than Liens imposed under ERISA) for taxes, assessments
or governmental charges or levies not yet due or which are being contested in
good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

         

        (d)              
statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and suppliers and other Liens imposed by law or pursuant
to customary reservations or retentions of title arising in the ordinary course
of business, provided that such Liens secure
only amounts not yet due and payable or, if due and payable, (i) are unfiled and
no other action has been taken to enforce the same or (ii) are being contested
in good faith by appropriate proceedings for which adequate reserves determined
in accordance with GAAP have been established;

         

        (e)               
pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         

        (f)                
deposits to secure the performance of bids, trade contracts,
licenses and leases (other than Indebtedness), statutory obligations, surety
bonds (other than bonds related to judgments or litigation), performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;

         

        (g)               
easements, rights-of-way, restrictions, zoning restrictions and
other similar encumbrances affecting Real Property which, in the aggregate, are
not substantial in amount, and which do not in any case materially detract from
the value or marketability of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable
Person;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (h)               
Liens securing Indebtedness permitted under  Section 7.03(c) ; provided  that
(i) such Liens do not at any time encumber any Property other than the
Property financed by such Indebtedness and the proceeds thereof, (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the Property being acquired on the date of acquisition
and (iii) such Liens attach to such Property concurrently with or within
thirty (30) days after the acquisition thereof;

         

        (i)                 
leases, licenses or subleases granted to others not interfering in
any material respect with the business of any Loan Party or any
Subsidiary;

         

        (j)                
any interest of title of a lessor under, and Liens arising from
precautionary UCC financing statements (or equivalent filings, registrations or
agreements in foreign jurisdictions) solely evidencing such lessor’s interest
under, leases permitted by this Agreement;

         

        (k)              
Liens deemed to exist in connection with Investments in repurchase
agreements permitted under Section 7.02 ;

         

        (l)                 
normal and customary rights of setoff upon deposits of cash in
favor of banks or other depository institutions holding such
deposits;

         

        (m)             
Liens of a collection bank arising under Section 4-210 of the
UCC on items in the course of collection;

         

        (n)               
judgment liens in respect of judgments that either individually or
in the aggregate do not constitute an Event of Default under Section 9.01(h) ; and

         

        (o)              
any Lien (i) existing on property of a Person at the time of its
consolidation with or merger into a Borrower or a Subsidiary or at the time such
Person becomes a Subsidiary or (ii) existing on any property acquired by a
Borrower or any Subsidiary at the time such property is so acquired (whether or
not the Indebtedness secured thereby shall have been assumed); provided that in
each such case, (x) such Lien was not created or assumed in contemplation of
such consolidation or merger or such Person becoming a Subsidiary or such
acquisition of property, (y) such Lien shall extend solely to the property so
acquired or in the case of an acquisition of a Subsidiary, the assets of the
Subsidiary and (z) such Lien shall not secure an amount of Indebtedness in
excess of the amount referenced in Section
7.03(i) .

         

        7.02         
 Investments .  Make any
Investments, except:

         

        (a)               
cash or Cash Equivalents;

         

        (b)              
accounts receivable created, acquired or made and trade credit
extended in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)               
Investments consisting of stock, obligations, securities or other
property received in settlement of accounts receivable (created in the ordinary
course of business) from bankrupt obligors;

         

        (d)              
Investments existing as of the Closing Date and set forth in  Schedule 7.02 provided that the amount of such
Investment is not increased after the Closing Date except in accordance with
this Section 7.02 ;

         

        (e)               
Guarantees permitted by Section 7.03 ;

         

        (f)                
Permitted Acquisitions;

         

        (g)               
[Reserved]; and

         

        (h)               
intercompany Investments by (i) any Loan Party in any other
wholly owned Loan Party (excluding Holdings) and (ii) Subsidiaries that are
not Loan Parties in any Loan Party or in other Subsidiaries that are not Loan
Parties;

         

        (i)                 
Investments of any Person in existence at the time such Person
becomes a Subsidiary; provided that such Investment was not created in
anticipation of such Person becoming a Subsidiary; and

         

        (j)                
Investments consisting of deposits, prepayments and other credits
to suppliers made in the ordinary course of business consistent with the past
practices of Holdings and its Subsidiaries.

         

        7.03         
 Indebtedness .  Create,
incur, assume or suffer to exist any Indebtedness,
except:

         

        (a)               
Indebtedness under the Loan Documents;

         

        (b)              
Indebtedness of the Loan Parties and their Subsidiaries existing on
the Closing Date and set forth in Schedule 7.03 (and renewals, refinancings, and
extensions thereof which do not increase the principal amount thereof and are
otherwise on terms and conditions satisfactory to the Administrative Agent in
its sole discretion);

         

        (c)               
purchase money Indebtedness (including obligations in respect of
Capital Leases but excluding Synthetic Leases) hereafter incurred by the Loan
Parties or any of their Subsidiaries to finance the purchase of fixed assets,
provided that (i) such Indebtedness when
incurred shall not exceed the purchase price of the asset(s) financed,
(ii) no such Indebtedness shall be refinanced for a principal amount in
excess of the principal balance outstanding thereon at the time of such
refinancing and (iii) the total amount of all such Indebtedness at any time
outstanding shall not exceed $500,000;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
obligations (contingent or otherwise) of any Loan Party or any
Subsidiary existing or arising under any Hedge Agreement (including any Secured
Hedge Agreement); provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a “market view;” and
(ii) such Hedge Agreement does not contain any provision exonerating the
non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

         

        (e)               
intercompany Indebtedness permitted under  Section 7.02 (h); provided that in the case of
the intercompany Indebtedness permitted pursuant to
Section 7.02(h)(i) , such intercompany Indebtedness is
evidenced by a demand note (which may cover all such intercompany Indebtedness)
in form and substance satisfactory to the Administrative Agent and pledged and
delivered to the Administrative Agent pursuant to the Security Agreement as
additional collateral security for the Obligations, and the obligations under
such demand note shall be subordinated to the Obligations in a manner
satisfactory to the Administrative Agent;

         

        (f)                
Subordinated Indebtedness in an amount not to exceed $1,000,000
(excluding the New Seller Notes permitted in subsection (h) below) at any time
outstanding; provided that such Subordinated
Indebtedness (i) has a maturity date that is not earlier than the six (6)
month anniversary of the Term Loan Maturity Date and (ii) by its terms,
does not require amortization payments prior to the maturity
thereof;

         

        (g)               
Guarantees with respect to Indebtedness permitted under this
Section 7.03 ;

         

        (h)               
Indebtedness under the New Seller Notes, provided, that, at the
time of the issuance of such New Seller Notes, and immediately after giving
effect thereto, (i) no Default or Event of Default is outstanding or would occur
as a result of the issuance thereof and (ii) such New Seller Notes are
subordinate to the Obligations, pursuant to terms and conditions satisfactory to
Administrative Agent.  Notwithstanding anything to the contrary set forth
in this subsection (h), Borrowers may issue New Seller Notes in connection with
any Earnout Payment so long as such New Seller Notes are Qualified Seller
Notes;

         

        (i)                 
Indebtedness of any Person that becomes a Subsidiary after the
Closing Date (renewals, refinancings, and extensions thereof which do not
increase the principal amount thereof), provided that (i) such Indebtedness
exists at the time such Person becomes a Subsidiary and was not created in
contemplation of or in connection with such Person becoming a Subsidiary, and
(ii) the aggregate principal amount of Indebtedness permitted by this subsection
shall not exceed $250,000 at any time outstanding; and

         

        (j)                
other unsecured Indebtedness (not otherwise covered by (a) through
(i) above) in an aggregate principal amount not exceeding $250,000 at any time
outstanding.

         

        7.04         
 Fundamental Changes .  Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person; provided , however , that, notwithstanding the foregoing
provisions of this Section 7.04 but subject to the terms of
Sections 6.12 and 6.14 (a) any Loan Party or Subsidiary
may merge or consolidate with any other Loan Party, provided that, if
such transaction involves a Borrower, the Borrower is the surviving entity, (b)
any Wholly Owned Subsidiary that is not a Loan Party may merge or consolidate
with any other Wholly Owned Subsidiary that is not a Loan Party or a Loan Party,
provided that, if such transaction involved a Loan Party, the Loan Party is the
surviving entity, (c) any Subsidiary may merge with any Person that is not
a Loan Party in connection with a Disposition permitted under
Section 7.05 , (d) any Loan Party or any Subsidiary may merge with
any Person that is not a Loan Party in connection with a Permitted Acquisition
provided that, if such transaction involves a Borrower or Guarantor, the
Borrower or Guarantor, as applicable shall be the continuing or surviving
corporation and (e) any Wholly Owned Subsidiary may dissolve, liquidate or wind
up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material
Adverse Effect and all of its assets and business is transferred to a Loan
Party.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        7.05         
 Dispositions .  Make any
Disposition unless:

         

        (a)               
such transaction does not involve the sale or other disposition of
a minority equity interest in any Subsidiary;

         

        (b)              
such transaction does not involve a sale or other disposition of
receivables other than receivables owned by or attributable to other Property
concurrently being disposed of in a transaction otherwise permitted under this
Section 7.05 ;

         

        (c)               
no Default or Event of Default has occurred and is
continuing;

         

        (d)              
the consideration paid in connection therewith shall be cash or
Cash Equivalents, shall be received contemporaneous with the consummation of
such Disposition and shall be in an amount not less than the fair market value
of the Property disposed of;

         

        (e)               
the aggregate net book value of all of the assets sold or otherwise
disposed of by the Borrowers and their Subsidiaries shall not exceed $100,000 in
any Fiscal Year and $500,000 in the aggregate prior to the Term Loan Maturity
Date; and

         

        (f)                
the Net Cash Proceeds of any Disposition permitted above are
applied in the manner specified in Section 2.05(b)(ii) hereof.

         

        7.06         
 Restricted Payments . 
Directly or indirectly declare or make any Restricted Payment or incur any
obligation to do so, except that so long as no Default or Event of Default
exists or would result therefrom:

         

        (a)               
each Subsidiary of the Borrowers may make Restricted Payments
(directly or indirectly) to any Loan Party or any Borrower;

         

        (b)              
each Loan Party and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the Capital Stock of the
Person making such dividend or distribution;

         

        (c)               
each applicable Loan Party and each Subsidiary may make regularly
scheduled payments of interest permitted under the Subordinated Indebtedness if
such payment is permitted under the terms of the Subordination Agreement and no
Default or Event of Default shall have occurred and remains outstanding on the
date on which such payment or transaction occurs or would occur as a result
thereof;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
each applicable Loan Party may make cash payments relating to the
Earnout Payment, so long as after giving effect to such payment, (i) Revolving
Availability is in an amount equal to at least fifty percent (50%) of the
Revolving Commitments and (ii) the  Consolidated Senior Leverage Ratio of
Borrowers, on a Pro Forma Basis, does not exceed 1.75 to 1.0.

         

        7.07         
 Change in Nature of
Business .  Engage to any material extent in any business different from
the business conducted by the Loan Parties and their Subsidiaries on the Closing
Date and businesses reasonably related thereto.

         

        7.08         
 Transactions with Affiliates and
Insiders .  Enter into or permit to exist any transaction or series of
transactions with any officer, director or Affiliate of such Person other than
(a) transactions between the Loan Parties, (b) intercompany
transactions expressly permitted by Section 7.02 , 7.03 ,
7.04 , 7.05 or 7.06 , (c) reasonable compensation and
reimbursement of expenses of officers and directors, and (d) except as
otherwise specifically limited in this Agreement, other transactions which are
entered into in the ordinary course of such Person’s business on terms and
conditions substantially as favorable to such Person as would be obtainable by
it in a comparable arms length transaction with a Person other than an officer,
director or Affiliate.

         

        7.09         
 Burdensome Agreements . 
Enter into or permit to exist any Contractual Obligation that encumbers or
restricts the ability of any Loan Party or any Subsidiary to (a) pay
dividends or make any other distributions to any Loan Party on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (b) pay any Indebtedness or other obligation owed to any Loan
Party, (c) make loans or advances to any Loan Party, (d) sell, lease
or transfer any of its Property to any Loan Party, (e) grant any Lien on
any of its Property to secure the Obligations pursuant to the Loan Documents or
any renewals, refinancings, exchanges, refundings or extension thereof or
(f) act as a Loan Party pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except (in respect of
any of the matters referred to in clauses (a)-(e) above) for (i) this
Agreement and the other Loan Documents, (ii) any document or instrument
governing Indebtedness incurred pursuant to Section 7.03(c) ,
provided that any such restriction contained therein relates only to the
asset or assets constructed or acquired in connection therewith, (iii) any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the
asset or assets subject to such Permitted Lien, (iv) customary restrictions
and conditions contained in any agreement relating to the sale of any Property
permitted under Section 7.05 pending the consummation of such sale,
(v) any document or instrument governing Subordinated Indebtedness and (vi)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of any Loan Party.

         

        7.10         
 Use of Proceeds .  Use the
proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund
Indebtedness originally incurred for such purpose.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        7.11         
 Amendments of Certain
Agreements .  

         

        (a)               
Amend or modify any of the terms of any Subordinated Indebtedness
Documents or any Subordinated Indebtedness of any Loan Party or any Subsidiary
if such amendment or modification would add or change any terms in a manner
adverse to any Loan Party or any Subsidiary (including any amendment or
modification that would shorten the final maturity or average life to maturity
or require any payment to be made sooner than originally scheduled or increase
the interest rate applicable thereto or make more restrictive on the applicable
Loan Party any restriction or covenant set forth therein), or amend or modify
any of the subordination provisions of any Subordinated Indebtedness Documents
or any Subordinated Indebtedness.

         

        (b)              
Amend or modify, or waive any rights under, any Target Merger
Document, if, in any case, such amendment, modification or waiver could
reasonably be expected (i) to be materially adverse to Administrative Agent
and/or Lenders or (ii) to materially affect Administrative Agent’s and/or any
Lender’s rights or remedies under the Loan Documents.

         

        7.12         
 Organization Documents; Fiscal Year;
Legal Name, State of Formation and Form of Entity .

         

        (a)               
Amend, modify or change its Organization Documents in a manner
which is materially adverse to the interests of the Lenders.

         

        (b)              
Change its Fiscal Year.

         

        (c)               
Change its name or its state of formation or form of organization
without providing thirty (30) days prior written notice to the
Administrative Agent.

         

        7.13         
 Ownership of Subsidiaries . 
Notwithstanding any other provisions of this Agreement to the contrary,
(i) permit any Person (other than any Borrower or any Wholly Owned
Subsidiary) to own any Capital Stock of any Subsidiary, except to qualify
directors where required by applicable law, (ii) permit any Subsidiary to
issue or have outstanding any shares of preferred Capital Stock, or
(iii) create, incur, assume or suffer to exist any Lien on any Capital
Stock of any Subsidiary other than pursuant to the Loan
Documents.

         

        7.14         
 Sale and Leaseback
Transactions .  Enter into any Sale and Leaseback
Transaction.

         

        7.15         
 [Reserved] .  

         

        7.16         
 Account Control Agreements; Bank
Accounts .  At any time after the sixty (60) day
period following the Closing Date, open, maintain or otherwise have any bank
account, other than (a) deposit accounts that are subject to a Deposit Account
Control Agreement, Deposit Account Restriction Agreement or Blocked Account
Agreement, as applicable, and (b) Excluded Accounts.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 8

FINANCIAL COVENANTS

         

        8.01         
 Financial Covenants .  So
long as any Lender shall have any Commitment hereunder or any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, no Loan Party shall,
nor shall it permit any Subsidiary to, directly or
indirectly:

         

        (a)               
 Consolidated Total Leverage Ratio . 
Permit the Consolidated Total Leverage Ratio as of the end of any Fiscal Quarter
set forth below to be greater than the ratio set forth opposite such Fiscal
Quarter:

         

        
          	
                  Fiscal
      Quarter Ended

                   

                	
                  Consolidated Total Leverage Ratio

                   

                
	
                  March 31, 2008

                   

                	
                  3.25 to
      1.00

                   

                
	
                  June 30, 3008

                   

                	
                  3.25 to
      1.00

                   

                
	
                  September 30, 2008

                   

                	
                  3.25 to
      1.00

                   

                
	
                  December 31, 2008

                   

                	
                  3.25 to
      1.00

                   

                
	
                  March 31, 2009

                   

                	
                  3.25 to
      1.00

                   

                
	
                  June 30, 2009

                   

                	
                  3.25 to
      1.00

                   

                
	
                  September 30, 2009

                   

                	
                  3.25 to
      1.00

                   

                
	
                  December 31, 2009

                   

                	
                  3.25 to
      1.00

                   

                
	
                  March 31, 2010

                   

                	
                  3.25 to
      1.00

                   

                
	
                  June 30, 2010

                   

                	
                  3.25 to
      1.00

                   

                
	
                  September 30, 2010

                   

                	
                  3.25 to
      1.00

                   

                
	
                  December 31, 2010

                   

                	
                  3.25 to
      1.00

                   

                
	
                  March 31, 2011

                   

                	
                  3.25 to
      1.00

                   

                
	
                  June 30, 2011

                   

                	
                  3.25 to
      1.00

                   

                
	
                  September 30, 2011

                   

                	
                  3.25 to
      1.00

                   

                
	
                  December 31, 2011

                   

                	
                  3.25 to
      1.00

                   

                
	
                  March 31, 2012

                   

                	
                  3.25 to
      1.00

                   

                
	
                  June 30, 2012

                   

                	
                  3.25 to
      1.00

                   

                
	
                  September 30, 2012

                   

                	
                  3.25 to
      1.00

                   

                
	
                  December 31, 2012

                   

                	
                  3.25 to
      1.00

                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
 Consolidated Senior Leverage
Ratio .  Permit the Consolidated Senior Leverage Ratio as of the end of
any Fiscal Quarter set forth below to be greater than the ratio set forth
opposite such Fiscal Quarter:

         

        
          	
                  Fiscal
      Quarter Ended

                   

                	
                  Consolidated Senior Leverage Ratio

                   

                
	
                  September 30, 2008

                   

                	
                  2.75 to
      1.00

                   

                
	
                  December 31, 2008

                   

                	
                  2.75 to
      1.00

                   

                
	
                  March 31, 2009

                   

                	
                  2.75 to
      1.00

                   

                
	
                  June 30, 2009

                   

                	
                  2.75 to
      1.00

                   

                
	
                  September 30, 2009

                   

                	
                  2.75 to
      1.00

                   

                
	
                  December 31, 2009

                   

                	
                  2.75 to
      1.00

                   

                
	
                  March 31, 2010

                   

                	
                  2.75 to
      1.00

                   

                
	
                  June 30, 2010

                   

                	
                  2.75 to
      1.00

                   

                
	
                  September 30, 2010

                   

                	
                  2.75 to
      1.00

                   

                
	
                  December 31, 2010

                   

                	
                  2.75 to
      1.00

                   

                
	
                  March 31, 2011

                   

                	
                  2.75 to
      1.00

                   

                
	
                  June 30, 2011

                   

                	
                  2.75 to
      1.00

                   

                
	
                  September 30, 2011

                   

                	
                  2.75 to
      1.00

                   

                
	
                  December 31, 2011

                   

                	
                  2.75 to
      1.00

                   

                
	
                  March 31, 2012

                   

                	
                  2.75 to
      1.00

                   

                
	
                  June 30, 2012

                   

                	
                  2.75 to
      1.00

                   

                
	
                  September 30, 2012

                   

                	
                  2.75 to
      1.00

                   

                
	
                  December 31, 2012

                   

                	
                  2.75 to
      1.00

                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)               
 Consolidated Fixed Charges Coverage
Ratio .  Permit the Consolidated Fixed Charges Coverage Ratio as of the
end of each Fiscal Quarter ending on the dates set forth below to be less than
the ratio set forth below opposite such Fiscal Quarter:

         

        
          	
                  Fiscal
      Quarter Ended

                   

                	
                  Consolidated Fixed Charges Coverage Ratio

                   

                
	
                  September 30, 2008

                   

                	
                  1.50 to
      1.00

                   

                
	
                  December 31, 2008

                   

                	
                  1.50 to
      1.00

                   

                
	
                  March 31, 2009

                   

                	
                  1.50 to
      1.00

                   

                
	
                  June 30, 2009

                   

                	
                  1.50 to
      1.00

                   

                
	
                  September 30, 2009

                   

                	
                  1.50 to
      1.00

                   

                
	
                  December 31, 2009

                   

                	
                  1.50 to
      1.00

                   

                
	
                  March 31, 2010

                   

                	
                  1.50 to
      1.00

                   

                
	
                  June 30, 2010

                   

                	
                  1.50 to
      1.00

                   

                
	
                  September 30, 2010

                   

                	
                  1.50 to
      1.00

                   

                
	
                  December 31, 2010

                   

                	
                  1.50 to
      1.00

                   

                
	
                  March 31, 2011

                   

                	
                  1.50 to
      1.00

                   

                
	
                  June 30, 2011

                   

                	
                  1.50 to
      1.00

                   

                
	
                  September 30, 2011

                   

                	
                  1.50 to
      1.00

                   

                
	
                  December 31, 2011

                   

                	
                  1.50 to
      1.00

                   

                
	
                  March 31, 2012

                   

                	
                  1.50 to
      1.00

                   

                
	
                  June 30, 2012

                   

                	
                  1.50 to
      1.00

                   

                
	
                  September 30, 2012

                   

                	
                  1.50 to
      1.00

                   

                
	
                  December 31, 2012

                   

                	
                  1.50 to
      1.00

                   

                


        

         

        (d)              
[ Reserved .]  

         

        (e)               
 Consolidated Capital Expenditures . 
Permit the Consolidated Capital Expenditures for any Fiscal Year set forth below
to be greater than the amount set forth opposite such Fiscal
Year:

         

        	
                Fiscal
      Year

                 

              	
                Maximum
      Consolidated Capital Expenditures

                 

              
	
                2008

                 

              	
                $2,000,000

                 

              
	
                2009

                 

              	
                $3,000,000

                 

              
	
                2010

                 

              	
                $3,600,000

                 

              
	
                2011

                 

              	
                $4,000,000

                 

              
	
                2012

                 

              	
                $4,400,000

                 

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 9

EVENTS OF DEFAULT AND
REMEDIES

         

        9.01         
 Events of Default .  Any of
the following shall constitute an Event of Default:

         

        (a)               
 Non-Payment .  Any Borrower or any
other Loan Party fails to pay when and as required to be paid pursuant to this
Agreement or any other Loan Document, (i) any amount of principal of any
Loan, or (ii) within one (1) Business Day after the same becomes due, any
interest on any Loan, or any commitment fee, utilization fee or other fee due
hereunder, or (iii) within five (5) Business Days after notice thereof
to any Loan Party by the Administrative Agent, any other amount payable
hereunder or under any other Loan Document; or

         

        (b)              
 Specific Covenants .  Any Loan Party
fails to perform or observe any term, covenant or agreement contained in any of
Sections 6.01 , 6.02 , 6.03 , 6.05 (with respect
to each Borrower’s existence), 6.07 , 6.10 , 6.11 ,
6.12 , 6.14 , 6.18 , 6.19 , Article 7 ,
Article 8 or Article 10 ; or

         

        (c)               
 Other Defaults .  Any Loan Party
fails to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to
be performed or observed and such failure continues for thirty (30) days
after the earlier of (i) a Responsible Officer of any Loan Party becoming
aware of such failure or (ii) notice thereof to any Loan Party by the
Administrative Agent; or

         

        (d)              
 Representations and Warranties . 
Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of any Borrower or any other Loan Party herein, in any
other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or
deemed made; or

         

        (e)               
 Cross-Default .  (i) Any Loan
Party or any Subsidiary fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder or under any
Hedge Agreement) having an aggregate principal amount (including undrawn
committed or available amounts) of more than $500,000 beyond any applicable
grace cure or notice period, if any, provided in the instrument or agreement;
(ii) any Loan Party or any Subsidiary fails to observe or perform any other
agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating
thereto, the effect of which default is to cause, or to permit the holder or
holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (iii) there occurs under any Hedge Agreement an
Early Termination Date (as defined in such Hedge Agreement) resulting from
(A) any event of default under such Hedge Agreement as to which any Loan
Party or any Subsidiary is the Defaulting Party (as defined in such Hedge
Agreement) or (B) any Termination Event (as so defined) under such Hedge
Agreement as to which any Loan Party or any Subsidiary is an Affected Party (as
so defined) and, in either event, the Termination Value owed by such Loan Party
or such Subsidiary as a result thereof is greater than $500,000;
or

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (f)                
 Insolvency Proceedings, Etc .  Any
Loan Party or any of its Subsidiaries institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors, or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its Property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for sixty (60) calendar days; or any
proceeding under any Debtor Relief Law relating to any such Person or to all or
any material part of its Property is instituted without the consent of such
Person and continues undismissed or unstayed for sixty (60) calendar days, or an
order for relief is entered in any such proceeding; or

         

        (g)               
 Inability to Pay Debts;
Attachment .  (i) Any Loan Party or any of its Subsidiaries becomes
unable or admits in writing its inability or fails generally to pay its debts as
they become due, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any material part of the
Property of any such Person; or

         

        (h)               
 Judgments .  There is entered
against any Loan Party or any of its Subsidiaries (i) one or more final
judgments or orders for the payment of money in an aggregate amount exceeding
$500,000 (to the extent not covered by independent third-party insurance as to
which the insurer has acknowledged in writing its obligation to cover), or
(ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a
period of thirty (30) consecutive days during which a stay of enforcement
of such judgment, by reason of a pending appeal or otherwise, is not in effect;
or

         

        (i)                 
 ERISA .  (i) An ERISA Event
occurs which has resulted or could reasonably be expected to result in liability
of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC in an aggregate amount in excess of $500,000, or (ii) any
Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
in an aggregate amount in excess of $500,000; or

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (j)                
 Invalidity of Loan Documents .  Any
Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect or ceases to give the
Administrative Agent, for the benefit of the Lenders, any part of the Liens
purported to be created thereby; or any Loan Party or any other Affiliate of a
Loan Party contests in any manner the validity or enforceability of any Loan
Document; or any Loan Party denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or

         

        (k)              
 Change of Control .  There occurs
any Change of Control; or

         

        (l)                 
 Subordinated Indebtedness . 
(i) There shall occur a “Default,” an “Event of Default” (or any comparable
term) under any of the Subordinated Indebtedness Documents, or (ii) the
subordination provisions of any of the Subordinated Indebtedness Documents
shall, in whole or in part, terminate, cease to be effective or cease to be
legally valid, binding and enforceable against any holder of the Subordinated
Indebtedness; or

         

        (m)             
 Concentration Account; Blocked
Account .  There shall occur any rescission, revocation or modification
of any instruction or agreement regarding the Concentration Account, any Blocked
Accounts or the bank accounts relating thereto, including but not limited to the
Standing Transfer Instructions, or any such instruction or agreement is amended
or terminated without the written consent of the Administrative Agent;
or

        (n)               
 Exclusion Event .  There shall occur
an Exclusion Event; or

         

        (o)              
 Healthcare Permits .  A state or
federal regulatory agency shall have revoked any Governmental Approvals or
Healthcare Permit to the extent that such revocation could reasonably be
expected to have a Material Adverse Effect, regardless of whether such
Governmental Approvals or Healthcare Permit was held by or originally issued for
the benefit of Borrower, a Subsidiary, or a Contract Provider with whom any
Borrower or Subsidiary has entered into a management
agreement.

         

        (p)              
 Healthcare Law Fines .  A penalty or
fine in excess of $500,000 is assessed against any Loan Party under any
Healthcare Law.

         

        9.02         
 Remedies Upon Event of
Default .  Upon the occurrence of any Event of Default, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following
actions:

         

        (a)               
declare the commitment of each Lender to make Loans to be
terminated, whereupon such commitments and obligation shall be
terminated;

         

        (b)              
declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Loan Parties;

         

        (c)               
[Reserved]; and

         

        (d)              
exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

         provided , however , that upon the occurrence of any Event of
Default described in Section 9.01(f) and 9.01(g) the
obligation of each Lender to make Loans shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, in each case
without further act of the Administrative Agent or any Lender.  Except as
expressly provided for herein, presentment, demand, protest and all other
notices of any kind are hereby waived by the Borrowers. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.03         
 [Reserved .] 

         

        9.04         
 Application of Funds .  Upon
the occurrence and during the continuance of an Event of Default  (or after
the Loans have otherwise become due and payable as set forth in the proviso to
Section 9.02 ), any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following
order:

         

        (a)               
 First , to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article 3 )
payable to the Administrative Agent in its capacity as such;

         

        (b)              
 Second , to payment of that portion of
the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs and
amounts payable under Article 3 ), ratably among them in proportion
to the amounts described in this clause (b) payable to
them;

         

        (c)               
 Third , to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans and fees,
premiums and scheduled periodic payments, and any interest accrued thereon, due
under any Secured Hedge Agreement, ratably among the Secured Parties in
proportion to the respective amounts described in this clause (c) held by
them;

         

        (d)              
 Fourth , to payment of that portion of
the Obligations constituting unpaid principal of the Loans and breakage,
termination or other payments, and any interest accrued thereon, due under any
Secured Hedge Agreement that is required by the terms of
Section 6.19 , ratably among the Secured Parties in proportion to the
respective amounts described in this clause (d) held by them;


         

        (e)               
 Fifth , to the payment of unpaid
Obligations due under any Secured Hedge Agreements to the extent such Secured
Hedge Agreement is permitted, but not required, by the terms hereof;
and

         

        (f)                
 Last , the balance, if any, after all of
the Obligations have been indefeasibly paid in full, to the Borrowers or as
otherwise required by Law.

        In connection with any
distribution of payments and collections pursuant to this Section 9.04 , the Administrative Agent shall be
entitled to assume that no amounts are due to any Secured Hedge Provider unless
such Secured Hedge Provider has notified the Administrative Agent of the amount
of any such liability owed to it prior to such distribution.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 10

GUARANTY

         

        10.01     
 The Guaranty .  Each
Guarantor hereby guarantees to each Secured Party and the Administrative Agent
as hereinafter provided, as primary obligor and not as surety, the prompt
payment and performance of the Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof.  Each Guarantor hereby further agrees
that if any of the Obligations are not paid in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise), each
Guarantor will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration or otherwise) in
accordance with the terms of such extension or renewal (collectively, the
“ Guaranteed Obligations ”).

         

        Subject to  Section 10.06 and the last sentence of this Section
10.01  below, the Guarantors hereby jointly and severally agree, in
furtherance of the foregoing and not in limitation of any other right which the
Administrative Agent or any Secured Party may have at law or in equity against
any Guarantor by virtue hereof, that upon the failure of any Guarantor to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors
will upon demand pay, or cause to be paid, in cash, to the Administrative Agent
for the ratable benefit of Secured Parties, an amount equal to the sum of the
unpaid principal amount of all Guaranteed Obligations then due as aforesaid,
accrued and unpaid interest on such Guaranteed Obligations (including interest
which, but for any Borrower’s becoming the subject of a case under the
Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or
not a claim is allowed against any Borrower for such interest in the related
bankruptcy case) and all other Guaranteed Obligations then owed to the Secured
Parties as aforesaid.

         

        Notwithstanding any provision to
the contrary contained herein or in any other of the Loan Documents, the
Guaranteed Obligations of each Guarantor under this Agreement and the other Loan
Documents shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under the Debtor
Relief Laws.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        10.02     
 Obligations Unconditional . 
The Guaranteed Obligations of each Guarantor under Section 10.01 are
joint and several and absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents
or any other agreement or instrument referred to therein, or any substitution,
release, impairment or exchange of any other guarantee of or security for any of
the Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 10.02 that the obligations of
each Guarantor hereunder shall be absolute and unconditional under any and all
circumstances.  Each Guarantor agrees that such Guarantor shall have no
right of subrogation, indemnity, reimbursement or contribution against the
Borrowers or any other Guarantor for amounts paid under this
Article 10 until the Termination Date.  Without limiting the
generality of the foregoing, it is agreed that, to the fullest extent permitted
by law, the occurrence of any one or more of the following shall not alter or
impair the liability of any Guarantor hereunder, which shall remain joint and
several and absolute and unconditional as described
above:

         

        (a)               
at any time or from time to time, without notice to any Guarantor,
the time for any performance of or compliance with any of the Obligations shall
be extended, or such performance or compliance shall be waived;

         

        (b)              
any of the acts mentioned in any of the provisions of any of the
Loan Documents or any other agreement or instrument referred to in the Loan
Documents shall be done or omitted;

         

        (c)               
the maturity of any of the Obligations shall be accelerated, or any
of the Obligations shall be modified, supplemented or amended in any respect, or
any right under any of the Loan Documents or any other agreement or instrument
referred to in the Loan Documents shall be waived or any other guarantee of any
of the Obligations or any security therefor shall be released, impaired or
exchanged in whole or in part or otherwise dealt with;

         

        (d)              
any Lien granted to, or in favor of, the Administrative Agent or
any Secured Party or Secured Parties as security for any of the Obligations
shall fail to attach or be perfected; or

         

        (e)               
any of the Obligations shall be determined to be void or voidable
(including for the benefit of any creditor of any Guarantor) or shall be
subordinated to the claims of any Person (including any creditor of any
Guarantor).

         

        10.03     
 Reinstatement .  The
Guaranteed Obligations of any Guarantor under this Article 10 shall
be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must
be otherwise restored by any holder of any of the Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each
Secured Party on demand for all reasonable costs and expenses (including fees
and expenses of counsel) incurred by the Administrative Agent or such Secured
Party in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        10.04     
 Waivers .  Each Guarantor
hereby waives, to the fullest extent permitted by Law, for the benefit of the
Administrative Agent and Secured Party:  (a) any right to require the
Administrative Agent or any Secured Party, as a condition of payment or
performance by such Guarantor, to (i) proceed against any Borrower, any
other guarantor (including any other Guarantor) of the Guaranteed Obligations or
any other Person, (ii) proceed against or exhaust any security held from
any Borrower, any such other guarantor or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the
books of the Administrative Agent and Secured Parties in favor of any Borrower
or any other Person, or (iv) pursue any other remedy in the power of the
Administrative Agent and the Secured Parties whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or
other defense of any Borrower or any other Guarantor including any defense based
on or arising out of the lack of validity or the unenforceability of the
Guaranteed Obligations or any agreement or instrument relating thereto or by
reason of the cessation of the liability of any Borrower or any other Guarantor
from any cause other than payment in full of the Guaranteed Obligations;
(c) any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal or any law, rule,
regulation, or order of any jurisdiction affecting any term of the Guaranteed
Obligations; (d) any defense based upon the Administrative Agent’s or any
Secured Party’s errors or omissions in the administration of the Guaranteed
Obligations, except behavior which amounts to bad faith; (e) (i) any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms hereof and any legal or equitable discharge of such
Guarantor’s obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor’s liability hereunder or the enforcement
hereof, (iii) any rights to set offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that the Administrative
Agent and the Secured Parties protect, secure, perfect or insure any security
interest or lien or any property subject thereto; (f) notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of
any action or inaction, including acceptance hereof, notices of default under
any Loan Document, any Secured Hedge Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to any Borrower and notices of any of the matters referred
to in Section 10.02 and any right to consent to any thereof; and
(g) any defenses or benefits that may be derived from or afforded by law
which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.  Each Guarantor agrees that such Guarantor
shall have no right of recourse to security for the Obligations, except through
the exercise of rights of subrogation to the extent permitted by
Section 10.02 .

         

        10.05     
 Remedies .  Each Guarantor
agrees that, to the fullest extent permitted by law, as between such Guarantor,
on the one hand, and the Administrative Agent and the Secured Parties, on the
other hand, the Obligations may be declared to be forthwith due and payable as
provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section
9.02 ) for purposes of Section 10.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing the
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Obligations being
deemed to have become automatically due and payable), the Obligations (whether
or not due and payable by any other Person) shall forthwith become due and
payable by each Guarantor for purposes of Section 10.01 .  Each
Guarantor acknowledges and agrees that its Guaranteed Obligations hereunder are
secured in accordance with the terms of the Collateral Documents and that the
Secured Parties may exercise their remedies thereunder in accordance with the
terms thereof.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        10.06     
 Contribution by Guarantors . 
All Guarantors desire to allocate among themselves (collectively, the
“ Contributing Guarantors ”), in a fair and equitable manner, their
obligations arising under this Guaranty.  Accordingly, in the event any
payment or distribution is made on any date by a Guarantor (a “ Funding
Guarantor ”) under this Guaranty such that its Aggregate Payments exceeds its
Fair Share as of such date, such Funding Guarantor shall be entitled to a
contribution from each of the other Contributing Guarantors in an amount
sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal
its Fair Share as of such date.  “ Fair Share ” means, with respect to
a Contributing Guarantor as of any date of determination, an amount equal to
(a) the ratio of (i) the Fair Share Contribution Amount with respect
to such Contributing Guarantor to (ii) the aggregate of the Fair Share
Contribution Amounts with respect to all Contributing Guarantors multiplied by
(b) the aggregate amount paid or distributed on or before such date by all
Funding Guarantors under this Guaranty in respect of the obligations
Guaranteed.  “ Fair Share Contribution Amount ” means, with respect to
a Contributing Guarantor as of any date of determination, the maximum aggregate
amount of the obligations of such Contributing Guarantor under this Guaranty
that would not render its obligations hereunder or thereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of the
Bankruptcy Code or any comparable applicable provisions of state law;
provided , solely for purposes of calculating the “ Fair Share
Contribution Amount ” with respect to any Contributing Guarantor for purposes
of this Section 10.06 , any assets or liabilities of such
Contributing Guarantor arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Contributing
Guarantor.  “ Aggregate Payments ” means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to
(1) the aggregate amount of all payments and distributions made on or
before such date by such Contributing Guarantor in respect of this Guaranty
(including in respect of this Section 10.06 ), minus (2) the
aggregate amount of all payments received on or before such date by such
Contributing Guarantor from the other Contributing Guarantors as contributions
under this Section 10.06 .  The amounts payable as contributions
hereunder shall be determined as of the date on which the related payment or
distribution is made by the applicable Funding Guarantor.  The allocation
among Contributing Guarantors of their obligations as set forth in this
Section 10.06 shall not be construed in any way to limit the
liability of any Contributing Guarantor hereunder.  Each Guarantor is a
third party beneficiary to the contribution agreement set forth in this
Section 10.06 and a right to receive any Fair Share Contribution
Amount shall be deemed an asset of the Guarantor entitled to such
amount.

         

        10.07     
 Guarantee of Payment; Continuing
Guarantee .  The guarantee in this Article 10 is an absolute
and unconditional guaranty of payment and not of collection, is a continuing and
irrevocable guarantee, and shall apply to all Obligations whenever
arising.

         

        10.08     
 Subordination of Other
Obligations .  Any Indebtedness of any Borrower or any Guarantor now or
hereafter owing to any Guarantor (the “ Obligee Guarantor ”) is hereby
subordinated in right of payment to the Guaranteed Obligations, and any such
indebtedness collected or received by the Obligee Guarantor after an Event of
Default has occurred and is continuing shall be held in trust for the
Administrative Agent for its benefit and the benefit of the Secured Parties and
shall forthwith be paid over to Administrative Agent for its benefit and the
benefit of the Secured Parties to be credited and applied against the Guaranteed
Obligations but without affecting, impairing or limiting in any manner the
liability of the Obligee Guarantor under any other provision
hereof.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 11

THE ADMINISTRATIVE AGENT

         

        11.01     
 Appointment and Authorization of
Administrative Agent .  Each Secured Party hereby irrevocably appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto.  Notwithstanding any provision
to the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Secured Party or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.  Without limiting the
generality of the foregoing sentence, the use of the term “ agent ” herein
and in the other Loan Documents with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting
parties.

         

        11.02     
 Delegation of Duties .  The
Administrative Agent may execute any of its duties under this Agreement or any
other Loan Document by or through its, or its Affiliates’, agents, employees or
attorneys-in-fact and shall be entitled to obtain and rely upon the advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties.  The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct (as finally determined in a
non-appealable decision of a court of competent
jurisdiction).

         

        11.03     
 Liability of Administrative
Agent .  No Agent-Related Person shall (a) be liable for any action
taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein) (as finally determined in a
non-appealable decision of a court of competent jurisdiction), or (b) be
responsible in any manner to any Secured Party or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder.  No Agent-Related Person shall be
under any obligation to any Secured Party or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or any Affiliate
thereof.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.04     
 Reliance by Administrative
Agent .  The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent.  The Administrative Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Secured Parties against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Required Lenders (or
such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Secured Parties.

         

        (a)               
For purposes of determining compliance with the conditions
specified in  Sections 4.01 and
4.02 , each Lender that has signed this Agreement (or an addendum
to this Agreement or a Joinder Agreement) shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required hereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

         

        11.05     
 Notice of Default .  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default and/or Event of Default, unless the Administrative
Agent shall have received written notice from a Lender or any Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default.”  The Administrative Agent will notify
the Lenders of its receipt of any such notice.  The Administrative Agent
shall take such action with respect to such Default and/or Event of Default as
may be directed by the Required Lenders in accordance with Article 9 ;
provided , however , that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default and/or Event of Default as it shall deem advisable or in the
best interest of the Lenders.

         

        11.06     
 Credit Decision; Disclosure of
Information by Administrative Agent .  Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Loan Party or any
Affiliate thereof, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their
possession.  Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties
and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrowers and the other
Loan Parties hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers and the other Loan Parties.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.07     
 Indemnification of Administrative
Agent .  Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person
(to the extent not reimbursed by or on behalf of any Loan Party and without
limiting the obligation of any Loan Party to do so), pro rata, and hold harmless
each Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided , however , that no Lender shall be liable
for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person’s own gross negligence or willful misconduct; provided ,
however , that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 11.07 .  Without
limitation of the foregoing, each Lender shall reimburse the Administrative
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrowers.  The
undertaking in this Section 11.07 shall survive the Termination Date
and the resignation of the Administrative Agent.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.08     
 Administrative Agent in its
Individual Capacity .  CIT Healthcare and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though CIT Healthcare were not the
Administrative Agent hereunder and without notice to or consent of the
Lenders.  The Lenders acknowledge that, pursuant to such activities, CIT
Healthcare or its Affiliates may receive information regarding any Loan Party or
its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that
the Administrative Agent shall be under no obligation to provide such
information to them.  With respect to its Loans, CIT Healthcare shall have
the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent,
and the terms “ Lender ” and “ Lenders ” include CIT Healthcare in its
individual capacity.

         

        11.09     
 Successor Administrative
Agent .  The Administrative Agent may resign as the Administrative Agent
upon ten (10) days’ notice to the Lenders and Borrower
Representative.  If the Administrative Agent resigns under this Agreement,
the Required Lenders shall appoint from among the Lenders (or the affiliates
thereof) a successor administrative agent for the Lenders, which successor
administrative agent shall (unless an Event of Default has occurred and is
continuing) be subject to the approval of the Borrower Representative (which
approval shall not be unreasonably withheld or delayed).  If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders, and, so long as no Default or Event of Default
exists, the Borrower Representative, a successor administrative agent from among
the Lenders (or the affiliates thereof).  Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term “Administrative Agent”
means such successor administrative agent and the retiring Administrative
Agent’s appointment, powers and duties in such capacities shall be terminated
without any other further act or deed on its behalf.  After any retiring
Administrative Agent’s resignation hereunder as the Administrative Agent, the
provisions of this Article 11 and Sections 12.04 and
12.05 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement.  If
no successor administrative agent has accepted appointment as the Administrative
Agent by the date ten (10) days following a retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for
above.

         

        11.10     
 Administrative Agent May File
Proofs of Claim .  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Loan Parties) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

         

        (a)               
to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under  Sections 2.09 and
12.04 ) allowed in such judicial proceeding; and

         

        (b)              
to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

         

        and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender to make such
payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to
pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under  Sections 2.09 and 12.04 .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.11     
 Collateral and Guaranty
Matters .  The Secured Parties irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Guarantor and any
Lien on any Collateral granted to or held by the Administrative Agent under any
Loan Document (i) upon the Termination Date, (ii) that is transferred
or to be transferred as part of or in connection with any Disposition permitted
hereunder or under any other Loan Document or any Involuntary Disposition, or
(iii) as approved in accordance with Section 12.01 .  Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of Property, pursuant to
this Section 11.11 .

         

        11.12     
 Other Agents; Arrangers and
Managers .  None of the Lenders or other Persons identified on the
facing page or signature pages of this Agreement as a “syndication agent,”
“documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,”
“lead arranger” or “co-arranger” (each, an “ Additional Titled Agent ”)
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such.  Without limiting the foregoing, no Additional Titled
Agent shall have or be deemed to have any fiduciary relationship with any
Lender.  Each Lender acknowledges that it has not relied, and will not
rely, on any Additional Titled Agent in deciding to enter into this Agreement or
in taking or not taking action hereunder.  At any time that any Lender
serving as an Additional Titled Agent shall have transferred to any other Person
(other than any Affiliates) all of its interests in the Loans, such Lender shall
be deemed to have concurrently resigned as such Additional Titled
Agent.

         

        11.13     
 Cooperation of Loan
Parties .  If necessary, each Loan Party agrees to (i) execute any
documents (including new Revolving Notes and/or Term Notes) reasonably required
to effectuate and acknowledge each assignment of a Commitment or Loan to an
assignee in accordance with Section 12.07 , (ii) upon reasonable
notice to Loan Parties, make the Loan Parties’ management available to meet with
the Administrative Agent and prospective participants and assignees of
Commitments or Loans and (iii) assist the Administrative Agent or the
Lenders in the preparation of information relating to the financial affairs of
the Loan Parties as any prospective participant or assignee of a Commitment or
Loan reasonably may request.  Subject to the provisions of Section
12.08 , each Loan Party authorizes each Lender to disclose to any prospective
participant or assignee of a Commitment, any and all information in such
Lender’s possession concerning the Loan Parties and their financial affairs
which has been delivered to such Lender by or on behalf of the Loan Parties
pursuant to this Agreement, or which has been delivered to such Lender by or on
behalf of the Loan Parties in connection with such Lender’s credit evaluation of
the Loan Parties prior to entering into this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 12

MISCELLANEOUS

         

        12.01     
 Amendments, Etc .  No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Borrower or any other Loan Party therefrom, shall be effective
unless in writing executed by the Required Lenders and the applicable Borrower
or the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and no amendment or waiver of any provision of any
Collateral Document shall be effective unless in writing executed by the
Administrative Agent (with the consent of the Required Lenders) and the
applicable Loan Party, as the case may be, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which it is delivered; provided , however , that no such amendment,
waiver or consent shall:

         

        (a)               
extend the expiry or increase the amount of the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to  Section 9.02 ) without the written consent of such Lender
(it being understood and agreed that a waiver of any condition precedent set
forth in Section 4.02  or of any Default or Event of Default
is not considered an extension or increase in Revolving Commitments of any
Lender);

         

        (b)              
postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal (excluding mandatory prepayments),
interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby;

         

        (c)               
reduce or forgive the principal of, or the rate of interest
specified herein on, any Loan, or any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby;  provided ,
however , that only the consent of the Required Lenders shall be
necessary to amend the definition of “Default Rate” or to waive any obligation
of the Borrowers to pay interest at the Default Rate and no change to the
definition of “Consolidated Total Leverage Ratio” or in the component
definitions thereto shall be considered to be a reduction or forgiveness of
interest;

         

        (d)              
change  Section 2.12(c) or
Section 9.04  or the definition of “Pro Rata Share” in a manner
that would alter the pro rata sharing or application of payments required
thereby without the written consent of each Lender;

         

        (e)               
change any provision of this Section 12.01  or the definition of “Required
Lenders” or any other provision of any Loan Document specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
thereunder or make any determination or grant any consent thereunder without the
written consent of each Lender;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (f)                
release all or substantially all of the Collateral without the
written consent of each Lender; or

         

        (g)               
release any Borrower; or release all or substantially all of the
Guarantors from their obligations under the Loan Documents (or otherwise limit
such Guarantors’ liability) without the written consent of each
Lender;

         

        and,  provided further , that (i) no amendment, waiver
or consent shall, unless in writing and executed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document;
(ii) [Reserved]; (iii) [Reserved]; (iv) a Secured Hedge Agreement
may be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto; and (v) no amendment, waiver or consent of any
provision of this Agreement or any Loan Document altering the priority of
payment of Obligations arising under Secured Hedge Agreements or resulting in
Obligations owing to any Secured Hedge Provider becoming unsecured (other than
releases of Liens in accordance with terms hereof), without the written consent
of such Secured Hedge Provider and (vi) no amendment, waiver or other
modification to this Agreement shall, unless signed by Required Revolving
Lenders, (A) amend Section 2.01(a) insofar as the revisions affect the
substance of such Section, (B) change the definition of the term Required
Revolving Lenders or the percentage of Lenders which shall be required for
Required Revolving Lenders to take any action hereunder or (C) amend, waive or
otherwise modify this Section 12.01 or the definitions of the terms used
in this Section 12.01 insofar as the definitions affect the substance of
this Section 12.01 .  Notwithstanding anything to the contrary
herein, (i) no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except that the Revolving Commitment
of such Lender may not be increased or extended without the consent of such
Lender and (ii) Required Revolving Lenders are authorized, in their sole and
absolute discretion, and without the consent of Required Lenders, to waive
(x) any and all conditions to the funding of Revolving Loans set forth in
Section 4.02 and/or (y) any Event of Default solely for the
purpose of satisfying one or more conditions to the funding of Revolving Loans
set forth in Section 4.02 .

         

        Notwithstanding the fact that the
consent of all the Lenders is required in certain circumstances as set forth
above, (x) each Lender is entitled to vote as such Lender sees fit on any
bankruptcy reorganization plan that affects the Loans, and each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the unanimous consent provisions set forth herein and (y) the
Required Lenders shall determine whether or not to allow a Loan Party to use
cash collateral in the context of a bankruptcy or insolvency proceeding and such
determination shall be binding on all of the Lenders.

         

        Notwithstanding the foregoing,
this Agreement may be amended (or amended and restated) with the written consent
of the Required Lenders, the Administrative Agent and the Borrowers (a) to add
one or more additional credit facilities or extensions of credit to this
Agreement and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably
in the benefits of this Agreement and the other Loan Documents with the Term
Loans and Revolving Loans and the accrued interest and fees in respect thereof
and (b) to include the Lenders holding such additional extensions of credit in
any determination of Required Lenders.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.02     
 Notices and Other Communications;
Facsimile Copies .

         

        (a)               
 General .  Unless otherwise
expressly provided herein, all notices and other communications provided for
hereunder shall be in writing (messages sent by electronic mail or other
electronic transmission (other than by facsimile) shall not constitute a
writing, however any signature on a document or other writing that is
transmitted by electronic mail or facsimile machine shall constitute a valid
signature for the purposes hereof).  All such written notices shall be
mailed, faxed or delivered to the applicable address, facsimile number or
(subject to subsection (c) below) electronic mail address, and all notices and
other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as
follows:

         

        (i)                 
if to the Loan Parties, the Borrower Representative or the Administrative Agent,
to the address, facsimile number, electronic mail address or telephone number
specified for such Person on  Schedule 12.02 or to
such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties;
and

         

        (ii)               
if to any other Lender, to the address, facsimile number, electronic mail
address or telephone number specified in its Administrative Questionnaire or to
such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the Borrower
Representative and the Administrative Agent.

         

        All such notices and other
communications shall be deemed to be delivered or made upon the earlier to occur
of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four
(4) Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject
to the provisions of subsection (c) below), when delivered;  provided , however , that notices and other
communications to the Administrative Agent pursuant to
Article 2  shall not be effective until actually received by
such Person.  In no event shall a voicemail message be effective as a
notice, communication or confirmation hereunder.

         

        (b)              
 Effectiveness of Facsimile Documents and
Signatures .  Loan Documents may be transmitted and/or executed by
facsimile.  The effectiveness of any such documents and signatures shall,
subject to applicable Law, have the same force and effect as manually signed
originals and shall be binding on all Loan Parties, the Administrative Agent and
the Lenders.  The Administrative Agent may also require that any such
documents and signatures be confirmed by a manually signed original thereof;
provided , however , that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or
signature.

         

        (c)               
 Limited Use of Electronic Mail . 
Electronic mail and internet and intranet websites may be used only to
distribute routine communications, such as financial statements and other
information as provided in Section 6.01 and
Section 6.02 , and to distribute Loan Documents for execution by the
parties thereto, and may not be used for any other purpose.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)              
 Reliance by Administrative Agent and
Lenders .  The Administrative Agent and the Lenders shall be entitled to
rely and act upon any notices (including telephonic Loan Notices) purportedly
delivered by or on behalf of any Loan Party or the Borrower Representative even
if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Borrowers shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly delivered by or on behalf of any Loan Party or Borrower
Representative.  All telephonic notices to and other communications with
the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.

         

        12.03     
 No Waiver; Cumulative
Remedies .  No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

         

        12.04     
 Attorney Costs, Expenses . 
The Borrowers agree (a) to pay or reimburse the Administrative Agent for
all reasonable costs and expenses paid or actually incurred in connection with
the development, preparation, negotiation and execution of this Agreement and
the other Loan Documents and any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs and costs and expenses in connection with
the use of IntraLinks, SyndTrak, StuckyNet, or other similar information
transmission systems in connection with this Agreement, and (b) to pay or
reimburse the Administrative Agent and each Lender for all costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any “workout”
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs.  The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
and the cost of independent public accountants, consultants and other outside
experts retained by the Administrative Agent or any Lender.  All amounts
due under this Section 12.04 shall be deemed part of the Obligations when
incurred and shall be payable within ten (10) Business Days after demand
therefor.  The agreements in this Section 12.04 shall survive the
Termination Date.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.05     
 Indemnification by the Loan
Parties .  Whether or not the transactions contemplated hereby are
consummated, the Loan Parties agree jointly and severally to indemnify and hold
harmless each Agent-Related Person, each Lender, each Secured Party and the
respective Affiliates of all such Persons, directors, officers, employees,
counsel, trustees, advisors, agents and attorneys-in-fact (collectively the
“ Indemnitees ”) from and against any and all liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses and disbursements (including Attorney Costs and other costs of
investigation or defense, including those incurred upon any appeal) of any kind
or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or
in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the
consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or the use or proposed use of the proceeds therefrom, (c) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by any Borrower, any Subsidiary or any
other Loan Party, or any Environmental Liability related in any way to any
Borrower, any Subsidiary or any other Loan Party, or (d) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the
“ Indemnified Liabilities ”); provided , however , that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee (or such
Indemnitee’s officers, directors, employees or agents).  No Indemnitee
shall be liable for any damages arising from the use by others of any
information or other materials obtained through the internet, IntraLinks or
other similar information transmission systems in connection with this
Agreement, nor shall any Indemnitee have any liability for any punitive,
special, indirect or consequential damages relating to this Agreement or any
other Loan Document or arising out of its activities in connection herewith or
therewith (whether arising or occurring before or after the Closing Date). 
All amounts due under this Section 12.05 shall be payable within ten
(10) Business Days after demand therefor.  The agreements in this
Section 12.05 shall survive the resignation of the Administrative Agent,
the replacement of any Lender and the Termination Date.  To the extent that
the indemnification set forth in this Section 12.05 may be unenforceable,
each Loan Party shall contribute the maximum portion which it is permitted to
pay and satisfy under applicable Law to the payment and satisfaction of all such
indemnified liabilities incurred by the Indemnitees or any of them. 
Without limiting the generality of any provision of this
Section 12.05 , to the fullest extent permitted by law, each Loan
Party hereby waives all rights for contribution or any other rights of recovery
with respect to liabilities, losses, damages, costs and expenses arising under
or relating to Environmental Laws that it might have by statute or otherwise
against any Indemnitee, except to the extent that such items are determined by a
final and non-appealable decision of a court of competent jurisdiction to have
resulted solely from the gross negligence or willful misconduct of such
Indemnitee.

         

        12.06     
 Payments Set Aside .  To the
extent that any payment by or on behalf of any Loan Party is made to the
Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each
Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         

        12.07     
 Successors and
Assigns .

         

        (a)               
 Successors and Assigns Generally . 
The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted
hereby, except that neither any Borrower nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to
an assignee in accordance with the provisions of subsection (b) of this
Section 12.07 , (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section 12.07 or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f) of this Section 12.07 (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section 12.07 and, to the extent expressly
contemplated hereby, the Indemnitees of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         

        (b)              
 Assignments by Lenders .  Any Lender
may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:

         

        (i)                 
Minimum Amounts.

         

        (A)             
in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
no minimum amount need be assigned; and

         

        (B)             
in any case not described in subsection (b)(i)(A) of this Section 12.07 , the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date) shall not be
less than $1,000,000, in the case of any assignment of a Revolving Commitment,
or $1,000,000, in the case of any assignment of a Term Loan Commitment or Term
Loan, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower Representative otherwise
consents (each such consent not to be unreasonably withheld or
delayed).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ii)               
 Proportionate Amounts .  Each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loan or
the Commitment assigned, except that this clause (ii) shall not prohibit any
Lender from assigning all or a portion of its rights and obligations among
separate tranches or facilities on a non-pro rata basis.

         

        (iii)              
 Required Consents .  No consent shall be required
for any assignment except to the extent required by subsection (b)(i)(B) of this
Section 12.07 and, in addition:

         

        (A)             
the consent of the Borrower Representative (such consent not to be
unreasonably withheld or delayed) shall be required unless (x) an Event of
Default has occurred and is continuing at the time of such assignment or
(y) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; and

         

        (B)             
the consent of the Administrative Agent shall be required for
assignments in respect of (i) a Revolving Commitment if such assignment is
to a Person that is not a Lender with a Revolving Commitment, an Affiliate of
such assigning Lender or an Approved Fund with respect to such assigning Lender
or (ii) a Term Loan to a Person who is not a Lender, an Affiliate of a
Lender or an Approved Fund.

         

        (iv)             
 Assignment and Assumption .  The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500, and
the assignee, if it is not a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.

         

        (v)               
 No Assignment to any Loan Party .  No such
assignment may be made to any Loan Party or any of their respective Affiliates
or Subsidiaries.

         

        (vi)             
 No Assignment to Natural Persons .  No such
assignment shall be made to a natural person.

         

        Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this  Section 12.07 , from
and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
3.01 , 3.04 , 3.05 , 10.04 and 10.05 with respect
to facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrowers (at their expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section 12.07 .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)               
 Register .  The Administrative
Agent, acting solely for this purpose as an agent of the Borrowers (the
“ Registrar ”), shall maintain at the Administrative Agent’s Office a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
the principal amounts of the Loans owing to each Lender pursuant to the terms
hereof from time to time (the “ Register ”).  No assignment or
transfer of a Loan or a Commitment shall be effective unless and until
registered in the Register.  The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary, provided that, failure to make any such recordation, or
any error in such recordation, shall not affect any Lender’s Commitments or any
Borrower’s or other Loan Party’s Obligations in respect of any Loan.  The
Register shall be available for inspection by any Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice. 
Each Borrower hereby designates the entity serving as the Administrative Agent
to serve as such Borrower’s agent solely for purposes of maintaining the
Register as provided in this Section, and each Borrower hereby agrees that the
entity serving as Registrar and its Affiliates, and their respective officers,
directors, employees and agents shall constitute Indemnitees under Section
12.05 .  At the request of the registered Lender, the Registrar shall
note a collateral assignment of a Loan on the Register and, provided that
the Registrar has received the name and address of such collateral assignee, the
Registrar (i) shall not permit any further transfers of the Loan on the
Register absent receipt of written consent to such transfers from such
collateral assignee and (ii) shall record the transfer of the Loan on the
Register to such collateral assignee (or such collateral assignee’s designee,
nominee or assignee) upon written request by such collateral assignee.


         

        (d)              
 Participations .  Any Lender may at
any time, without the consent of, or notice to, the Borrower Representative, any
Loan Party or the Administrative Agent sell participations to any Person (other
than a natural person or any Loan Party or any of its Affiliates or
Subsidiaries) (each, a “ Participant ”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) each Borrower,
each other Loan Party, the Administrative Agent and the Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement;  provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso of Section 12.01 that affects such Participant. 
Subject to subsection (e) of this Section, each Borrower and each other Loan
Party agrees that each Participant shall be entitled to the benefits of
Sections 3.01 , 3.04 and 3.05 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 12.09 as though it were
a Lender, provided such Participant agrees to be subject to Section
2.13  as though it were a Lender.

         

        (e)               
 Limitations upon Participant
Rights .  A Participant shall not be entitled to receive any greater
payment under Sections 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower Representative’s prior written
consent.  A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 3.01 unless the Borrower
Representative is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
Section 3.01 as though it were a Lender.

         

        (f)                
 Certain Pledges .  Any Lender may at
any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank and any
pledge to a trustee as security for the benefit of the noteholders and other
securityholders or creditors of a Lender; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto until
the provisions of this Section regarding assignment are satisfied with respect
to such pledge.

         

        (g)               
 Lender Securitization .  In addition
to any other assignment permitted pursuant to this Section, the Loan Parties
hereby acknowledge that (x) the Lenders, their Affiliates and Approved
Funds (the “ Lender Parties ”) may sell or securitize the Loans (a
“ Lender Securitization ”) through the pledge of the Loans as collateral
security for loans to a Lender Party or the assignment or issuance of direct or
indirect interests in the Loans (such as, for instance, collateralized loan
obligations), and (y) such Lender Securitization may be rated by a Rating
Agency.  The Loan Parties shall reasonably cooperate with the Lender
Parties to effect the Lender Securitization including by (a) amending this
Agreement and the other Loan Documents, and executing such additional documents,
as reasonably requested by the Lenders in connection with the Lender
Securitization; provided that (i) any such amendment or additional
documentation does not impose material additional costs on Borrowers and
(ii) any such amendment or additional documentation does not materially
adversely affect the rights, or materially increase the obligations, of
Borrowers under the Loan Documents or change or affect in a manner adverse to
the Borrowers the financial terms of the Loans, (b) providing such
information as may be reasonably requested by the Lenders or Rating Agencies in
connection with the rating of the Loans or the Lender Securitization, and
(c) providing a certificate (i) agreeing to indemnify the Lender
Parties, or any party providing credit support or otherwise participating in the
Lender Securitization, including any investors in a Lender Securitization entity
(collectively, the “ Lender Securitization Parties ”) for any losses,
claims, damages or liabilities (the “ Lender Securitization Liabilities ”)
to which the Lender Parties or such Lender Securitization Parties may become
subject insofar as the Lender Securitization Liabilities arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in any Loan Document or in any writing delivered by or on behalf of
any Loan Party to the Lender Parties in connection with any Loan Document or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and such indemnity shall survive any transfer by the Lenders or
their successors or assigns of the Loans, and (ii) agreeing to reimburse
the Lender Parties and the other Lender Securitization Parties for any legal or
other expenses reasonably incurred by such Persons in connection with defending
the Lender Securitization Liabilities; provided, however, that such indemnity
shall not, as to any Lender Securitization Parties, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Lender
Securitization Parties (or such Lender Securitization Parties’ officers,
directors, employees or agents).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (h)               
 Consent to Disclosure .  Subject to
the provisions of Section 12.08 , each Loan Party authorizes each
Lender to disclose to any prospective participant or assignee of a Commitment,
any and all information in such Lender’s possession concerning the Loan Parties
and their financial affairs which has been delivered to such Lender by or on
behalf of the Loan Parties pursuant to this Agreement, or which has been
delivered to such Lender by or on behalf of the Loan Parties in connection with
such Lender’s credit evaluation of the Loan Parties prior to entering into this
Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.08     
 Confidentiality .

         

        (a)               
Each of the Administrative Agent and each Lender agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and Approved Funds and
to its and its Affiliates’ and Approved Funds’ respective partners, directors,
officers, employees, agents, consultants, counsel, accountants, advisors, actual
and prospective investors, and other representatives (collectively, the “ Representatives ”) (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), or to Rating
Agencies, (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar judicial or legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) to (i) any assignee or pledgee of or Participant in, or any
prospective assignee or pledgee of or Participant in, any of its rights or
obligations under this Agreement, or (ii) any actual or prospective
counterparty to any swap or derivative transaction relating to any Borrower or
any other Loan Party and its obligations, provided that such parties agree to be
bound by confidentiality provisions substantially similar to those hereunder,
and to the Representatives of the foregoing parties in clauses (i) and
(ii), (g) with the consent of the Borrower Representative, or (h) to
the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any Lender, or any of their respective Representatives on
a non-confidential basis from a source other than the Loan Parties.  The
terms of this provision shall supersede and replace any previous agreement
regarding the confidentiality of the Information.  This provision shall
terminate upon the termination of the Commitments and payment of the
Obligations.  For purposes of this Section, (i) “ Information ” means,
all information received from any Loan Party or any of its Subsidiaries relating
to any Loan Party or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to or in the
possession of the Administrative Agent or any Lender or their Representatives on
a non confidential basis prior to disclosure by any Loan Party or any of its
Subsidiaries, provided that, such information was or is clearly
identified at the time of delivery as confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section 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
Information as such Person would accord to its own confidential information and
(ii) “ Rating Agencies ” means Moody’s, S&P, Fitch Ratings Ltd., or any
other nationally recognized rating agency or service.  Notwithstanding
anything herein to the contrary, “Information” shall not include, and the
Administrative Agent and each Lender may disclose without limitation of any
kind, any information with respect to the “tax treatment” and “tax structure”
(in each case, within the meaning of Treasury Regulation Section 1.6011-4)
of the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure;
provided  that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence shall only apply
to such portions of the document or similar item that relate to the tax
treatment or tax structure of the Loans and transactions contemplated
hereby.

         

        (b)              
No Borrower or Affiliate thereof will issue any press releases or
other public disclosure using the name of “CIT Healthcare LLC” or its Affiliates
or any other Lender or its Affiliates or referring to this Agreement or the
other Loan Documents without at least three (3) Business Days’ prior notice
to such Lender and without the prior written consent of such Lender unless (and
only to the extent that) such Borrower or Affiliate is required to do so under
law and then, in any event, such Borrower or Affiliate will consult with such
Lender before issuing such press release or other public disclosure.  The
Borrowers hereby consent to the publication by any Lender of a tombstone or
similar advertising material relating to the financing transactions contemplated
by this Agreement.  Each Lender reserves the right to provide to industry
trade organizations information necessary and customary for inclusion in league
table measurements.

        12.09     
 Set-off .  In addition to any
rights and remedies of the Lenders provided by law, upon the occurrence and
during the continuance of any Event of Default, each Lender and any Affiliate of
a Lender is authorized at any time and from time to time, with the prior written
consent of the Administrative Agent, but without prior notice to the Borrowers
or any other Loan Party, any such notice being waived by the Borrowers (on its
own behalf and on behalf of each Loan Party) to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Lender or such Affiliate to or for the credit or the account
of the respective Loan Parties against any and all Obligations owing to such
Lender hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or indebtedness.  Each Lender
agrees promptly to notify the Borrowers and the Administrative Agent after any
such set-off by such Lender or any of its Affiliates and application made by
such Lender or Affiliate; provided , however , that the failure to
give such notice shall not affect the validity of such set-off and
application.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.10     
 Interest Rate Limitation . 
Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the
“ Maximum Rate ”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrowers.  In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee,
or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term
of the Obligations hereunder.

         

        12.11     
 Counterparts .  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

         

        12.12     
 Integration .  This
Agreement, together with the other Loan Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter;
provided that the Fee Letter and the Commitment Letter (to the extent
expressly stated in the Commitment Letter that such terms survive) shall survive
the effectiveness of this Agreement and the initial Credit Extensions hereunder
and shall continue to be in full force and effect after the Closing Date in
accordance with their terms.  In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion
of supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement.  Each Loan Document was drafted with the joint participation of
the respective parties thereto and shall be construed neither against nor in
favor of any party, but rather in accordance with the fair meaning
thereof.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.13     
 Survival of Representations and
Warranties .  All representations and warranties made hereunder and in
any other Loan Document or other document delivered pursuant hereto or thereto
or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied.

         

        12.14     
 Severability .  If any
provision of this Agreement or any other Loan Document is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.

         

        12.15     
 Replacement of Lenders . 
Under any circumstances set forth herein providing that the Borrowers shall have
the right to replace a Lender as a party to this Agreement, the Borrowers may,
upon notice to such Lender and the Administrative Agent, replace such Lender by
causing such Lender to assign its Revolving Commitment and outstanding Loans
(with the assignment fee to be paid by the Borrowers in such instance) at par
pursuant to Section 12.07(b) to one or more other Lenders or eligible
assignees procured by the Borrowers (each, a “replacement lender”);
provided , however , that if the Borrowers elect to exercise such
right with respect to any Lender pursuant to Section 3.06(b) , it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04 .  The
Borrowers shall have reimbursed such Lender for its increased costs and
additional payments for which it is entitled to reimbursement under Section
3.01 , 3.04 or 3.05 , as applicable, through the date of such
sale and assignment.  Any Lender being
replaced shall execute and deliver an Assignment and Assumption with respect to
such Lender’s Commitment and outstanding Loans.

         

        12.16     
 Governing
Law .

         

        (a)               
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO AND THERETO SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION.

         

        (b)              
EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (INCLUDING
ITS APPELLATE DIVISION), AND OF ANY OTHER APPELLATE COURT IN THE STATE OF NEW
YORK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.  EACH LOAN PARTY HEREBY ALSO SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE COURTS SITTING IN ANY STATE
IN WHICH A BORROWER OR OTHER LOAN PARTY OWNS PROPERTY OR OPERATES ITS
BUSINESS.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.17     
 Waiver of Right to Trial by
Jury .  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.

         

        12.18     
 USA Patriot Act Notice . 
Each Lender and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Loan Parties that pursuant to the requirements of
the Patriot Act, it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address of
the Loan Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Loan Parties in accordance
with the Patriot Act.

         

        12.19     
 Nonliability of Lenders . 
The relationship between the Loan Parties on the one hand and the Lenders and
the Administrative Agent on the other hand shall be solely that of borrower or
guarantor, as applicable, and lender.  Neither the Administrative Agent nor
any Lender has any fiduciary relationship with or duty to any Loan Party arising
out of or in connection with this Agreement or any of the other Loan Documents,
and the relationship between the Loan Parties, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor.  Neither the
Administrative Agent nor any Lender undertakes any responsibility to any Loan
Party to review or inform any Loan Party of any matter in connection with any
phase of any Loan Party’s business or operations.  The Loan Parties agree
that neither the Administrative Agent nor any Lender shall have liability to any
Loan Party (whether sounding in tort, contract or otherwise) for losses suffered
by any Loan Party in connection with, arising out of, or in any way related to
the transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought.  NO LENDER
PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY
INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER
REPRESENTATIVE ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES,
RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER
BEFORE OR AFTER THE CLOSING DATE).  The Loan Parties acknowledge that they
have been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party.  No joint
venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Administrative Agent,
Lenders or among the Loan Parties and the Lenders and the Administrative
Agent.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 13

appointment of THE Borrower
representative; joint and several liability of the Borrowers

         

        13.01     
 Borrower Representative . 
Each Borrower hereby irrevocably appoints the Borrower Representative, as the
agent for such Borrower on its behalf, to (i) request Loans from the
Lenders, (ii) to give and receive notices under the Loan Documents and
(iii) take all other action which the Borrower Representative or the
Borrowers are permitted or required to take under this
Agreement.

         

        13.02     
 Joint and Several Liability of
Borrowers .

         

        (a)               
 Joint and Several Liability .  Each
Borrower hereby agrees that such Borrower is jointly and severally liable for,
and hereby absolutely and unconditionally guarantees to the Administrative Agent
and Secured Parties and their respective successors and assigns, the full and
prompt payment (whether at stated maturity, by acceleration or otherwise) and
performance of, all Obligations owed or hereafter owing to the Administrative
Agent and Secured Parties by each other Borrower.  Each Borrower agrees
that its guaranty obligation hereunder is a continuing guaranty of payment and
performance and not of collection, that its obligations under this Section
13.02 shall not be discharged until payment and performance, in full, of the
Obligations has occurred, and that its obligations under this Section
13.02 shall be absolute, unconditional and irrevocable, irrespective of, and
unaffected by, (i) the genuineness, validity, regularity, enforceability or any
future amendment of, or change in, any Obligation or any agreement, document or
instrument to which any Borrower is or may become a party; (ii) the absence of
any action to enforce any Obligation or the waiver or consent by the
Administrative Agent or any Secured Party with respect to any of the provisions
governing any Obligation; (iii) the insolvency of any Borrower or Subsidiary;
and (iv) any other action or circumstances that might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor.  Each
Borrower shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)              
 Waivers by Borrowers .  Each
Borrower expressly waives all rights it may have now or in the future under any
statute, or at common law, or at law or in equity, or otherwise, to compel the
Administrative Agent or Lenders to marshal assets or to proceed in respect of
the Obligations guaranteed hereunder against any other Borrower or Subsidiary,
any other party or against any security for the payment and performance of the
Obligations before proceeding against, or as a condition to proceeding against,
such Borrower.  Each Borrower consents and agrees that the Administrative
Agent or the Lenders may, at any time and from time to time, without notice or
demand, whether before or after an actual or purported termination, repudiation
or revocation of this Agreement by any Borrower, and without affecting the
enforceability or continuing effectiveness hereof as to such Borrower: 
(i) with the consent of the other Borrowers, supplement, restate, modify,
amend, increase, decrease, extent, renew or otherwise change the time for
payment or the terms of this Agreement or any part thereof, including any
increase or decrease of the rate(s) of interest thereon; (ii) with the
consent of the other Borrowers, supplement, restate, modify, amend, increase,
decrease, or enter into or give any agreement with respect to, this Agreement or
any part thereof, or any of the Security Documents; (iii) waive, approve or
consent to any action, condition, covenant, default, remedy, right,
representation or term of this Agreement or any other Loan Document;
(iv) accept partial payments; (v) release, reconvey, terminate, waive,
abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce
any security or guarantees, and apply any security and direct the order or
manner of sale thereof as the Administrative Agent or Lenders in their sole and
absolute discretion may determine; (vi) release any person from any
personal liability with respect to this Agreement or any part thereof;
(vii) settle, release on terms satisfactory to the Required Lenders or by
operation of applicable Laws or otherwise liquidate or enforce any security or
guaranty in any manner, consent to the transfer of any security and bid and
purchase at any sale; or (viii) consent to the merger, change or any other
restructuring or termination of the corporate or partnership existence of any
Borrower or any other person, and correspondingly restructure the obligations
evidenced hereby, and any such merger, change, restructuring or termination
shall not affect the liability of any Borrower or the continuing effectiveness
hereof, or the enforceability hereof with respect to all or any part of the
obligations evidenced hereby.  It is agreed among each Borrower, the
Administrative Agent and Lenders that the foregoing consents and waivers are of
the essence of the transaction contemplated by this Agreement and the other Loan
Documents and that, but for the provisions of this Section 13.02 and such
waivers, the Administrative Agent and Lenders would decline to enter into this
Agreement.

         

        (c)               
 Benefit of Guaranty .  Each Borrower
agrees that the provisions of this Section 13.02 are for the benefit of
the Administrative Agent and the other Secured Parties and their respective
successors, transferees, endorsees and assigns, and nothing herein contained
shall impair, as between any other Borrower and the Administrative Agent or the
other Secured Parties, the obligations of such other Borrower under the Loan
Documents.

         

        (d)              
 Waiver of Subrogation, Etc . 
Notwithstanding anything to the contrary in this Agreement or in any other Loan
Document, and except as set forth in Section 13.02(g) , each Borrower
hereby expressly and irrevocably waives any and all rights at law or in equity
to subrogation, reimbursement, exoneration, contribution, indemnification or set
off and any and all defenses available to a surety, guarantor or accommodation
co-obligor until the Termination Date.  Each Borrower acknowledges and
agrees that this waiver is intended to benefit the Administrative Agent and
Lenders and shall not limit or otherwise affect such Borrower’s liability
hereunder or the enforceability of this Section 13.02 , and that the
Administrative Agent, Lenders and their respective successors and assigns are
intended third party beneficiaries of the waivers and agreements set forth in
this Section 13.02(d) .

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)               
 Election of Remedies .  If the
Administrative Agent or any Lender may, under applicable law, proceed to realize
its benefits under any of the Loan Documents, the Administrative Agent or any
Lender may, at its sole option, determine which of its remedies or rights it may
pursue without affecting any of its rights and remedies under this Section
13.02 .  If, in the exercise of any of its rights and remedies, the
Administrative Agent or any Lender shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Borrower or any
other Person, whether because of any applicable laws pertaining to “election of
remedies” or the like, each Borrower hereby consents to such action by the
Administrative Agent or such Lender and waives any claim based upon such action,
even if such action by the Administrative Agent or such Lender shall result in a
full or partial loss of any rights of subrogation that each Borrower might
otherwise have had but for such action by the Administrative Agent or such
Lender.  Any election of remedies that results in the denial or impairment
of the right of the Administrative Agent or any Lender to seek a deficiency
judgment against any Borrower shall not impair any other Borrower’s obligation
to pay the full amount of the Obligations.

         

        (f)                
 Limitation .  Notwithstanding any
provision herein contained to the contrary, each Borrower’s liability under this
Section 13.02 (which liability is in any event in addition to amounts for
which such Borrower is primarily liable under Article 2 ) shall be
limited to an amount not to exceed as of any date of determination the greater
of:

         

        (i)                 
the net amount of all Loans advanced to any other Borrower under this Agreement
and then re-loaned or otherwise transferred to, or for the benefit of, such
Borrower; and

         

        (ii)               
the amount that could be claimed by the Administrative Agent and Lenders from
such Borrower under this  Section 13.02 without
rendering such claim voidable or avoidable under Section 548 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law after taking
into account, among other things, such Borrower’s right of contribution and
indemnification from each other Borrower under Section
13.02(g) .

         

        (g)               
 Contribution with Respect to Guaranty
Obligations .

         

        (i)                 
To the extent that any Borrower shall make a payment under this  Section 13.02 of all or any of the Obligations (other than
Loans made to that Borrower for which it is primarily liable) (a “ Guarantor
Payment ”) that, taking into account all other Guarantor Payments then
previously or concurrently made by any other Borrower, exceeds the amount that
such Borrower would otherwise have paid if each Borrower had paid the aggregate
Obligations satisfied by such Guarantor Payment in the same proportion that such
Borrower’s “Allocable Amount” (as defined below) (as determined immediately
prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Borrowers as determined immediately prior to the making of such Guarantor
Payment, then, following indefeasible payment in full in cash of the Obligations
and termination of the Commitments, such Borrower shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor
Payment.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ii)               
As of any date of determination, the “ Allocable
Amount ” of any Borrower shall be equal to the maximum amount of the claim
that could then be recovered from such Borrower under this Section 13.02
without rendering such claim voidable or avoidable under Section 548 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law.

         

        (iii)              
This  Section 13.02(g) is intended only to define the
relative rights of Borrowers and nothing set forth in this Section
13.02(g) is intended to or shall impair the obligations of Borrowers,
jointly and severally, to pay any amounts as and when the same shall become due
and payable in accordance with the terms of this Agreement, including Section
13.02(a) .  Nothing contained in this Section 13.02(g) shall
limit the liability of any Borrower to pay the Loans made directly or indirectly
to that Borrower and accrued interest, fees and expenses with respect thereto
for which such Borrower shall be primarily liable.

         

        (iv)             
The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Borrower to which such
contribution and indemnification is owing.

         

        (v)               
The rights of the indemnifying Borrowers against other Borrowers under this
 Section 13.02(g) shall be exercisable upon the full
and indefeasible payment of the Obligations and the termination of the
Commitments.

         

        (h)               
 Liability Cumulative .  The
liability of Borrowers under this Section 13.02 is in addition to and
shall be cumulative with all liabilities of each Borrower to the Administrative
Agent and Lenders under this Agreement and the other Loan Documents to which
such Borrower is a party or in respect of any Obligations or obligation of the
other Borrower, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.

         

        (i)                 
 Stay of Acceleration .  If
acceleration of the time for payment of any amount payable by the Borrowers
under this Agreement is stayed upon the insolvency, bankruptcy or reorganization
of any of the Borrowers, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable jointly and
severally by the Borrower hereunder forthwith on demand by the Administrative
Agent made at the request of the Required Lenders.

         

        (j)                
 Benefit to Borrowers .  All of the
Borrowers and their Subsidiaries are engaged in related businesses and
integrated to such an extent that the financial strength and flexibility of each
such Person has a direct impact on the success of each other Person.  Each
Borrower and each Subsidiary will derive substantial direct and indirect benefit
from the extension of credit hereunder.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Signature Pages
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        IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

         

         

         

        	
                BORROWERS:

                 

              	
                ALLION HEALTHCARE, INC.
      
BIOMED HEALTHCARE, INC. 

                 

                ACCESS THERAPEUTICS,
      INC.
ATLAS RESPIRATORY SERVICES, INC.

                 

                BIOMED CALIFORNIA,
      INC.

                 

                BIOMED FLORIDA,
      INC.

                 

                BIOMED KANSAS,
INC.

                 

                BIOMED PA, INC.

                 

                BIOMED PHARMACEUTICALS,
      INC.

                 

                BIOMED TEXAS, INC.

                 

                ACCESS HEALTHCARE SERVICES,
      LLC

                 

                MOMS PHARMACY OF BROOKLYN,
      INC.

                 

                MOMS PHARMACY, INC., a New York
      corporation

                 

                MOMS PHARMACY, INC., a
      California corporation

                 

                MAIL ORDER MEDS OF FLORIDA,
      LLC

                 

                ORIS HEALTH, INC.

                 

                NORTH AMERICAN HOME HEALTH
      SUPPLY, INC.

                 

                MEDICINE MADE EASY

                 

                SPECIALTY PHARMACIES,
      INC.

                 

                 

                 

                
By:    /s/ Michael P.
      Moran                  
       

                 

                Name:  Michael P. Moran

                 

                Title: President 

                 

              
	
                 

                 

              	
                 

                 

              
	
                ADMINISTRATIVE AGENT:

                 

              	
                CIT HEALTHCARE LLC, as
      Administrative Agent

By:   /s/ Steven
      R.
      Dowe                               
      
 Name:   Steven R.
      Dowe                               
      
 Title:   Managing
      Director                               
      

                 

              
	
                LENDER(S):

                 

              	
                CIT HEALTHCARE LLC, as a
      Lender

By:   /s/ Steven R.
      Dowe                               
      
 Name:   Steven R.
      Dowe                               
      
 Title:   Managing
      Director                               
      

                 

              


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      


      
         Schedule
2.01 

         

        	
                 Name of Lender: 

                 

              	
                 Revolving Loan
      Commitment: 

                 

              	
                 Revolving Pro Rata
      Share: 

                 

              	
                 Term Loan Commitment: 

                 

              	
                 Term Pro Rata Share: 

                 

              
	
                CIT
      Healthcare LLC

                 

              	
                $20,000,000

                 

              	
                100%

                 

              	
                $35,000,000

                 

              	
                100%

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 4.01 

         

         

         

        Subordinated Indebtedness

         

         

         

        1.                 
Indebtedness owed in favor of AmerisourceBergen Drug Corporation
pursuant to that certain Prime Vendor Agreement, dated September 15, 2003,
between AmerisourceBergen Drug Corporation (Distributor) and Allion Healthcare
Inc. (Customer). 

         

         

         

        2.                 
Indebtedness owed in favor of Raymond A. Mirra, Jr. pursuant to
that certain Promissory Note dated October 5, 2007, in the principal sum of
$3,000,000.

         

         

         

        3.                 
Indebtedness owed in favor of RAM Capital Group, LLC pursuant to
that certain Promissory Note dated September 30, 2006, in the principal sum of
$175,000.00 and that certain Promissory Note dated December 31, 2007, in the
principal sum of $218,555.00.

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         


         

         

         Schedule 5.06 

         

         

         

        Litigation

         

         

         

        1.                 
 Oris Medical Systems Inc. v.
Allion Healthcare, Inc., et al.,  Superior Court of California, San
Diego County, Action No. GIC 870818, as set forth in Holdings’ public
filings.  

         

         

         

        Borrowers do not believe the litigation described above could reasonably
be expected to result in Material Adverse Effect.

         


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         Schedule 5.10 

         

         

         

        Insurance

         

         

         

        See attached Insurance
Summary.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 5.13 

         

         

         

        Capitalization

         

         

         

         

         

        	
                Name 

                 

                 

                 

              	
                Jurisdiction of
      Organization

                 

              
	
                Allion Healthcare, Inc.

                 

              	
                Delaware 

                 

              
	
                MOMS Pharmacy of Brooklyn, Inc.

                 

              	
                New York 

                 

              
	
                MOMS Pharmacy, Inc.

                 

              	
                California 

                 

              
	
                MOMS Pharmacy, Inc.

                 

              	
                New York

                 

              
	
                Mail Order Meds of Florida, LLC

                 

              	
                Florida 

                 

              
	
                Oris Health, Inc.

                 

              	
                California 

                 

              
	
                North American Home Health Supply,
      Inc.

                 

              	
                California 

                 

              
	
                Medicine Made Easy

                 

              	
                California 

                 

              
	
                Specialty Pharmacies, Inc.

                 

              	
                Washington 

                 

              
	
                Biomed Healthcare, Inc.

                 

              	
                Delaware 

                 

              
	
                BioMed
      Pharmaceuticals, Inc.

                 

              	
                Delaware

                 

              
	
                Biomed
      California, Inc.

                 

              	
                California 

                 

              
	
                Biomed
      Florida, Inc.

                 

              	
                Florida

                 

              
	
                Biomed
      Kansas, Inc.

                 

              	
                Kansas

                 

              
	
                Biomed
      PA, Inc.

                 

              	
                Pennsylvania

                 

              
	
                Biomed
      Texas, Inc.

                 

              	
                Texas

                 

              
	
                Access
      Healthcare Services, LLC

                 

              	
                Pennsylvania

                 

              
	
                Access
      Therapeutics, Inc.

                 

              	
                Delaware

                 

              
	
                Atlas
      Respiratory Services, Inc. 

                 

              	
                Delaware 

                 

              


         

         

        As of
November 2, 2007, there were 16,203,666 shares of Holdings’ common stock, $.001
par value, outstanding.  The chart below outlines beneficial owners of 5%
or greater of the Holdings’ common stock as of October 30, 2007. 


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	
                Stockholders

                 

              	
                Shares

                 

              	
                Percentage

                 

              
	
                Bonanza Capital, Ltd. et al.

                 

              	
                1,396,000

                 

              	
                8.6%

                 

              
	
                HealthInvest Partners AB et al.
      (11) 

                 

              	
                1,376,130

                 

              	
                8.5%

                 

              
	
                Royce & Associates, LLC
      (12) 

                 

              	
                1,311,900

                 

              	
                8.1%

                 

              
	
                Kennedy Capital Management, Inc.(13)
       

                 

              	
                1,207,671

                 

              	
                7.0%

                 

              
	
                Discovery Group (14)

                 

              	
                1,074,000

                 

              	
                6.6%

                 

              
	
                Gruber & McBaine Capital Management
      LLC (15) 

                 

              	
                1,058,225

                 

              	
                6.5%

                 

              
	
                Cortina Asset Management, LLC
      (16) 

                 

              	
                856,920

                 

              	
                5.3%

                 

              
	
                W.S. Capital, L.L.C. (17) 

                 

              	
                818,200

                 

              	
                5.0%

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Holdings has authorized 20,000,000 shares of preferred stock, $0.001 par
value, which the Board of Directors has authority to issue from time to time in
series. Upon the IPO in June 2005, all of the preferred stock outstanding was
converted to common stock.

         

         

         

        In 2005, Holdings recognized a deemed dividend of $1,338,047 for
additional shares of common stock, par value $0.001 per share, issued in
connection with the conversion of preferred stock immediately prior to Holdings’
IPO. These additional shares were issued in accordance with the terms of
Holdings’ Amended and Restated Certificate of Incorporation and the Certificate
of Designation of Rights and Preferences for the Series D* and Series E
Preferred Stock* as follows:

         

         

         

        
          	
                  Series C

                   

                	
                  32 shares of common stock at $5.00 per
      share

                   

                
	
                  Series D

                   

                	
                  113 shares of common stock at $6.00 per share

                   

                
	
                  Series E

                   

                	
                  80 shares of common stock at $6.25 per
      share

                   

                


        

         

         

        * No longer outstanding


         

         

         

        The
following chart illustrates Holdings’ ownership in its
subsidiaries:

         

         

         

        
          	
                  Allion Healthcare, Inc.

                   

                	
                  Biomed Healthcare, Inc. 

                   

                	
                  100%

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  MOMS Pharmacy of Brooklyn, Inc.

                   

                	
                  100%

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  MOMS Pharmacy, Inc. (NY)

                   

                	
                  100%

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  Mail Order Meds of Florida, LLC

                   

                	
                  100%

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  Oris Health, Inc.

                   

                	
                  100%

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  MOMS Pharmacy, Inc. (CA)

                   

                	
                  100%

                   

                
	
                  MOMS Pharmacy, Inc. (CA)

                   

                	
                  North American Home Health Supply,
      Inc.

                   

                	
                  100%

                   

                
	
                  MOMS Pharmacy, Inc. (CA)

                   

                	
                  Medicine Made Easy

                   

                	
                  100%

                   

                
	
                  MOMS Pharmacy, Inc. (CA)

                   

                	
                  Specialty Pharmacies, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  BioMed Pharmaceuticals, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Biomed California, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Biomed Florida, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Biomed Kansas, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Biomed PA, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Biomed Texas, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Atlas Respiratory Services, Inc.

                   

                	
                  100%

                   

                
	
                  Biomed Healthcare, Inc.

                   

                	
                  Access Therapeutics, Inc.

                   

                	
                  100%

                   

                
	
                  Access Therapeutics, Inc.

                   

                	
                  Access Healthcare Services, LLC

                   

                	
                  100%

                   

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

         Schedule 5.17 

         

         

         

        IP Rights

         

         

         

         

         

        
          	
                  Loan Party

                   

                	
                  Patents / Registration or
      Application Numbers

                   

                	
                  Trademarks / Registration or
      Application Numbers

                   

                	
                  Copyrights / Registration or
      Application Numbers

                   

                
	
                  Allion Healthcare, Inc.

                   

                	
                  None

                   

                	
                  MOMSPak automated prescription packaging
      system

                   

                   

                   

                	
                  None

                   

                
	
                  Access Therapeutics, Inc.

                   

                	
                  None

                   

                	
                  Application No.:

                   

                  78/875,892

                   

                	
                  None

                   

                
	
                   

                   

                	
                   

                   

                	
                  Application No.:

                   

                  78/875,861

                   

                	
                   

                   

                


        

         

         

         Allion Domain
Names :

         

        www.allionhealthcare.com 

         

        www.momspharmacy.com


         

        www.orismed.com

         

        www.orislabtracker.com

         

        www.meddemo.com

         

        www.prioritypharmacy.com

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule 5.18 

         

         

         

        Broker’s Fees

         

         

         

        Fee in the
amount of $1,000,000 payable to Administrative Agent in connection with the
transactions contemplated by the Agreement. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 5.20(a) 

         

         

         

        Locations of Real Property

         

         

         

        	
                Credit Party

                 

              	
                Address

                 

              	
                Size

                 

              	
                Owned/Leased/Operated by Third
      Party

                 

              	
                Name and Address of Owner (if
      leased) or Third-Party Operator (if operated by a third
party)

                 

                 

                 

              
	
                Allion Healthcare, Inc. 

                 

              	
                1660 Walt Whitman Road,

                 

                Melville, NY 11747

                 

              	
                8,215 rentable square feet 

                 

              	
                Leased

                 

              	
                RA 1660 Walt Whitman Road LLC

                 

                c/o RexCorp Realty LLC

                 

                625 RexCorp Plaza

                 

                Uniondale, NY 11556

                 

                 

                 

              
	
                MOMS Pharmacy of Brooklyn, Inc.

                 

                 

                 

              	
                821 Franklin Avenue

                 

                Brooklyn, NY 11225

                 

              	
                1,500 square feet 

                 

              	
                Leased

                 

              	
                Eastern Parkway Realty LLC

                 

                c/o Limor Management LLC

                 

                2003 Avenue J 

                 

                Suite 1C

                 

                Brooklyn, NY 11210

                 

                 

                 

              
	
                Moms Pharmacy, Inc.

                 

              	
                7590 Fay Avenue, Suite 403 

                 

                La Jolla, CA 92037

                 

              	
                Approximately 2,687 square feet

                 

              	
                Leased 

                 

              	
                Modern Castles II

                 

                c/o Gaines Investment Trust 

                 

                7590 Fay Avenue, Suite 200

                 

                La Jolla, CA 92037

                 

                 

                 

              
	
                 

                 

              	
                19300 S. Hamilton Avenue

                 

                Suite 170 

                 

                Gardena, CA 90248

                 

                 

                 

              	
                 7,280 rentable (6,442 usable)
      square feet

                 

              	
                Leased 

                 

              	
                TPRF/Hamilton Corporate Center, LLC

                 

                c/o The Real Estate Group 1762 

                 

                Westwood Blvd., 

                 

                Suite 400 

                 

                Los Angeles, CA 90024

                 

                 

                 

              
	
                Medicine Made Easy

                 

              	
                Hamilton Corporate Center 

                 

                Suite 170 and 180

                 

                19300 South Hamilton Avenue

                 

                Gardena, CA 90248

                 

                 

                 

              	
                7,280 rentable (6,442 usable) square
      feet

                 

              	
                Leased 

                 

              	
                TPRF/Hamilton Corporate Center, LLC

                 

                c/o The Real Estate Group 1762 

                 

                Westwood Blvd., 

                 

                Suite 400 

                 

                Los Angeles, CA 90024

                 

                 

                 

              
	
                 

                 

              	
                3940 Fourth Avenue

                 

                Suite 150

                 

                San Diego, CA 92103

                 

              	
                1,900 square feet 

                 

              	
                Leased 

                 

                 

                 

              	
                Acadia Corporation 

                 

                3954 Fourth Avenue 

                 

                San Diego, CA 92103

                 

              
	
                 

                 

              	
                5417 Whittier Blvd.

                 

                Los Angeles, CA 90022

                 

                 

                 

              	
                3,000 square feet

                 

              	
                Leased

                 

              	
                Dr. Elvia Contreras 

                 

                5373 Whittier Blvd.

                 

                Los Angeles, CA 90022

                 

              


         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

        	
                Credit Party

                 

              	
                Address

                 

              	
                Size

                 

              	
                Owned/Leased/Operated by Third
      Party

                 

              	
                Name and Address of Owner (if
      leased) or Third-Party Operator (if operated by a third
party)

                 

                 

                 

              
	
                Moms Pharmacy, Inc.

                 

                 

                 

              	
                1660 Walt Whitman Road,

                 

                Suite 105

                 

                Melville, NY 11747

                 

                 

                 

              	
                8,215 rentable square feet

                 

              	
                Leased

                 

              	
                RA 1660 Walt Whitman Road LLC

                 

                c/o RexCorp Realty LLC

                 

                625 RexCorp Plaza

                 

                Uniondale, NY 11556

                 

                 

                 

              
	
                Mail Order Meds of Florida, LLC

                 

              	
                4500 Biscayne Boulevard, Suite 104

                 

                Miami, FL

                 

              	
                Approximately 2,700 square feet 

                 

              	
                Leased

                 

              	
                4500 Holdings, L.C.

                 

                4500 Biscayne Boulevard

                 

                Miami, FL 33137

                 

                 

                 

              
	
                North American Home Health Supply,
      Inc.

                 

              	
                16129 Cohasset Street

                 

                Van Nuys, CA 91406

                 

              	
                Approximately 5,000 square feet 

                 

              	
                Leased 

                 

              	
                The Tuffias Family Trust 

                 

                c/o Robert H. and Judith K. Tuffias


                 

                10132 Hollow Glen Circle 

                 

                Los Angeles, CA 90077

                 

                 

                 

              
	
                 

                 

              	
                7590 Fay Avenue, Suite 403 

                 

                La Jolla, CA 92037

                 

                 

                 

              	
                Approximately 2,687 square feet

                 

              	
                Leased 

                 

              	
                Modern Castles II

                 

                c/o Gaines Investment Trust 

                 

                7590 Fay Avenue, Suite 200

                 

                La Jolla, CA 92037

                 

                 

                 

              
	
                Specialty Pharmacies, Inc.

                 

              	
                45 Castro Street 

                 

                San Francisco, CA 94114

                 

              	
                560 square feet 

                 

              	
                Leased

                 

              	
                California Pacific Medical Center

                 

                Support Services – Property Management
      Dept.

                 

                45 Castro Street, North Tower, First
      Floor

                 

                San Francisco, CA 94114

                 

                 

                 

              
	
                 

                 

              	
                191 Golden Gate Avenue

                 

                San Francisco, CA 94102

                 

              	
                Approximately 1,800 square feet

                 

              	
                Subleased 

                 

              	
                Tenderloin AIDS Resource Center 

                 

                Attn:  Executive Director

                 

                P.O. Box 423930

                 

                San Francisco, CA 94142

                 

                 

                 

              
	
                 

                 

              	
                1120 Cherry Street

                 

                Seattle, WA 98104

                 

              	
                Approximately 607 square feet 

                 

              	
                Leased 

                 

              	
                Swedish Health Services, Inc.

                 

                1115 Columbia Street 

                 

                Seattle, WA 98104

                 

                 

                 

              
	
                 

                 

              	
                465 – 2nd Street 

                 

                Oakland, CA 94607

                 

              	
                Real Property → 4,580 rentable square
      feet (ground floor areas only) 

                 

                Premises → 1,030 square feet including 23
      square feet of Common Utility Area 

                 

              	
                Leased 

                 

              	
                Pacific Bluesville Group

                 

                P.O. Box 31113

                 

                Oakland, CA 94604

                 

              


        	
                Credit Party

                 

              	
                Address

                 

              	
                Size

                 

              	
                Owned/Leased/Operated by Third
      Party

                 

              	
                Name and Address of Owner (if
      leased) or Third-Party Operator (if operated by a third
party)

                 

                 

                 

              
	
                Biomed Healthcare, Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased 

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                BioMed
      

                 

                Pharmaceuticals,

                 

                Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                33 West Main Street, Suite 302

                 

                Elmsford, NY 10523

                 

                 

                 

              	
                 

                 

              	
                Leased 

                 

              	
                Crossroads Management, LLC

                 

                33 West Main Street, Suite 302

                 

                Elmsford, NY 10523

                 

                 

                 

              
	
                Biomed 

                 

                California, Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                721
      Glasgow Avenue, Unit C

                 

                Inglewood,
      CA 90301

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Summa Properties / 721-723 So. Glasgow,
      LLC

                 

                420 Hindry Avenue, Unit C

                 

                Inglewood, CA 90301

                 

              
	
                Biomed Florida,

                 

                Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                1995 East Oakland Park Boulevard,

                 

                Suites 100 & 110

                 

                Fort Lauderdale, FL 33306

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                1995 Building, Inc.

                 

                1995 East Oakland Park Blvd., 

                 

                Suite 200

                 

                Fort Lauderdale, FL 33306

                 

              
	
                Biomed Kansas, 

                 

                Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                10633-35 Rene

                 

                Lenexa, Kansas 66215-4052

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Mather Enterprises 

                 

                10633-35 Rene

                 

                Lenexa, Kansas 66215-4052

                 

                 

                 

              


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

         

        	
                Credit Party

                 

              	
                Address

                 

              	
                Size

                 

              	
                Owned/Leased/Operated by Third
      Party

                 

              	
                Name and Address of Owner (if
      leased) or Third-Party Operator (if operated by a third
party)

                 

                 

                 

              
	
                Biomed PA, Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                Biomed Texas, 

                 

                Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                1512 8th Avenue, Suites
      100, 400-500

                 

                Fort Worth, TX 76104

                 

                 

                 

              	
                 

                 

              	
                Leased 

                 

              	
                Larry Jr. Land and Cattle II

                 

                1512 8th Avenue, Suites
      100, 400-500

                 

                Fort Worth, TX 76104

                 

                 

                 

              
	
                 

                 

              	
                1919 North Loop Street, 

                 

                West, Suite 180

                 

                Houston, TX 77008

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Attn: Flor D. Moreno

                 

                Weingarten Realty 

                 

                2600 Citadel Plaza Drive

                 

                Houston, TX 77008

                 

                 

                 

              
	
                 

                 

              	
                215 N. San Saba, Suite 205

                 

                San Antonio, TX

                 

                78207

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                EMRLH4, LLC

                 

                12121 Wilshire Boulevard, 

                 

                Suite 1400

                 

                Los Angeles, CA 90025

                 

                Attn: Aric Ohana, Pentaco Manager

                 

                 

                 

              
	
                Access 

                 

                Healthcare 

                 

                Services, LLC

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                Access 

                 

                Therapeutics, Inc.

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                33 West Main Street, Suite 302

                 

                Elmsford, NY 10523

                 

                 

                 

              	
                 

                 

              	
                Leased 

                 

              	
                Crossroads Management, LLC

                 

                33 West Main Street, Suite 302

                 

                Elmsford, NY 10523

                 

                 

                 

              


         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

         

         

         

         

         

         

        	
                Credit Party

                 

              	
                Address

                 

              	
                Size

                 

              	
                Owned/Leased/Operated by Third
      Party

                 

              	
                Name and Address of Owner (if
      leased) or Third-Party Operator (if operated by a third
party)

                 

                 

                 

              
	
                Atlas Respiratory Services, Inc. 

                 

              	
                950 Calcon Hook Rd., Suite 15

                 

                Sharon Hill, PA 19079

                 

                 

                 

              	
                 

                 

              	
                Leased

                 

              	
                Calcon Hook Industrial Park, Inc. 

                 

                950 Calcon Hook Road, Bays 15-17, 

                 

                Sharon Hill, PA 19079

                 

                 

                 

              
	
                 

                 

              	
                10631 Rene

                 

                Lenexa, Kansas 66215

                 

                 

                 

              	
                 

                 

              	
                Leased 

                 

              	
                Mather Enterprises, a Kansas partnership
      

                 

                10631 Rene

                 

                Lenexa, Kansas 66215

                 

                 

                 

              
	
                 

                 

              	
                10925-A Richmond Highway[1]

                 

                Lynchburg, VA 24504

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule 5.20(b) 

         

         

         

        Locations of Tangible Personal Property 

         

         

         

        See 5.20(a).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule 5.20(c) 

         

         

         

        Locations of Chief Executive Office

         

         

         

        Chief
executive office as to each Loan Party:

         

         

         

        Allion Healthcare,
Inc.

         

        1660 Walt Whitman Road, Suite
105

         

        Melville, NY 11747

         

         

         

         

         

        	
                Loan Party

                 

              	
                Organizational Identification
      Number 

                 

              	
                Federal Employer Identification
      Number

                 

                 

                 

              
	
                Allion Healthcare, Inc.

                 

              	
                2186394

                 

              	
                11-2962027

                 

              
	
                Moms Pharmacy of Brooklyn, Inc.

                 

              	
                New York State does not issue
      organizational identification numbers.

                 

              	
                84-1703740

                 

              
	
                Moms Pharmacy, Inc.

                 

              	
                C2501426

                 

              	
                43-2007517

                 

              
	
                Moms Pharmacy, Inc.

                 

              	
                New York State does not issue
      organizational identification numbers.

                 

              	
                11-3079638

                 

              
	
                Mail Order Meds of Florida, LLC

                 

              	
                L02000017263

                 

              	
                04-3702637

                 

              
	
                Oris Health, Inc.

                 

              	
                C2754464

                 

              	
                25-1922183

                 

              
	
                North American Home Health Supply,
      Inc.

                 

              	
                C1890345

                 

              	
                95-4485703

                 

              
	
                Medicine Made Easy

                 

              	
                C2132162

                 

              	
                33-0839468

                 

              
	
                Specialty Pharmacies, Inc.

                 

              	
                602172609

                 

              	
                52-7256477

                 

              
	
                Biomed Healthcare, Inc.

                 

              	
                4518707

                 

              	
                26-2199784

                 

              
	
                BioMed
      Pharmaceuticals, Inc.

                 

              	
                4060083

                 

              	
                20-3796876

                 

              
	
                Biomed
      California, Inc.

                 

              	
                2917606

                 

              	
                20-8983819

                 

              
	
                Biomed
      Florida, Inc.

                 

              	
                P07000070701

                 

              	
                26-0377054

                 

              
	
                Biomed
      Kansas, Inc.

                 

              	
                6176150

                 

              	
                26-0169634

                 

              
	
                Biomed
      PA, Inc.

                 

              	
                3735567

                 

              	
                26-0377306

                 

              
	
                Biomed
      Texas, Inc.

                 

              	
                800860646

                 

              	
                26-0761129

                 

              
	
                Access
      Healthcare Services, LLC

                 

              	
                3310543

                 

              	
                20-2997706

                 

              
	
                Access
      Therapeutics, Inc.

                 

              	
                4111290

                 

              	
                20-4344138

                 

              
	
                Atlas
      Respiratory Services, Inc. 

                 

              	
                3881454

                 

              	
                35-2245466

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule
5.24 

         

         

         

        Material Contracts

         

         

         

        	
          
	Prime Vendor Agreement, dated September 15, 2003, between
  AmerisourceBergen Drug     


        Corporation (Distributor) and Allion Healthcare, Inc.
(Customer).

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule
6.19 

         

        (Post Closing Covenants)

         

        1.         On or before June 3,
2008, Loan Parties shall deliver to Administrative Agent audited consolidated
and consolidating balance sheets of the Target and its Subsidiaries as of Fiscal
Year ending December 31, 2007, and the related consolidated and consolidating
statements of income or operations, retained earnings, shareholders’ equity and
cash flows for such Fiscal Year, in reasonable detail and prepared in accordance
with GAAP, and in the case of the consolidated financial statements audited and
accompanied by a report and opinion of BDO Seidman, LLP or other independent
certified public accountants of nationally recognized standing acceptable to the
Administrative Agent, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit; 

         

        2.         On or before June 3,
2008, the Loan Parties shall have to Administrative Agent a fully executed
Deposit Account Control Agreements and/or Deposit Account Restriction
Agreements, as applicable, with respect to each deposit account of the Loan
Parties (other than the Excluded Accounts); and

         

        3.  On or before June 3,
2008, the Loan Parties shall use commercially reasonable efforts to deliver to
Administrative Agent a fully executed landlord waiver, in form and substance
reasonably satisfactory to Administrative Agent, from the landlord of each
location of the Loan Parties.

         

        4.  Attached here to as
Exhibit A is a listing of all pharmacy and
healthcare licenses and permits, (collectively and individually, “Permits”) and
the notices and other documentation required for Loan Parties to execute,
deliver and submit in connection with the merger transaction affecting certain
of  the Loan Parties and the Loan Documents (“Licensing Matrix”).  The
Licensing Matrix indicates that certain notifications and other documentation
has not been submitted and certain approvals have not been received as of the
Closing Date.   On or before May 5, 2008, Loan Parties shall deliver
to Administrative Agent evidence that all notices and other documentation
required to have been submitted as set forth on the Licensing Matrix have been
submitted and Loan Parties shall directly or through their counsel provide a
status report showing the current status of all notices and other documentation
submitted and approvals received as of such date of such request.  The
purpose of this provision is to provide the Loan Parties with time to
demonstrate to Administrative Agent that they have timely submitted all required
documentation in accordance with all applicable legal requirements, but nothing
in this provision shall be construed to affect, limit or impair the obligation
of the Loan Parties to fully comply with all applicable laws as required by Loan
Documents, including without limitation to timely receive all
Permits.

         

        5.   On or before April
10, 2008, the Loan Parties shall deliver to Administrative Agent an insurance
certificate evidencing the workers compensation policy of Biomed Healthcare,
Inc., including endorsements in favor of Administrative Agent with respect
thereto.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         EXHIBIT A
 

         

        to Schedule 6.19

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         

         

         BIOMED:  PROJECT SABRE
 (change of
ownership – 100% Biomed shares)

         

         

         

        BIOMED CALIFORNIA, INC. (Inglewood, CA)

         

         

         

        PHARMACY PERMIT NOTICES / NEW APPLICATIONS

         

         NON-RESIDENT/CALIFORNIA RESIDENT PHARMACY
LICENSES 

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                California

                 

              	
                Retail Pharmacy / PHY48578

                 

              	
                New Application Required 15
      days prior to closing and approval required prior to closing.

                 

                
                

                 

              	
                Sent 3/20/08.  Case #62361
      assigned.  

                 

              
	
                 

                 

              	
                Medicaid / Pending (Medi-Cal)

                 

              	
                New application after
      closing.

                 

              	
                Send after
closing.

                 

              
	
                Oregon

                 

              	
                Retail Drug Outlet w/ Controlled
      Substance / RP-0002460-CS

                 

              	
                Notification within 10 days of
      closing.

                 

              	
                Application Sent
      4/1/08.

                 

              
	
                 

                 

              	
                Medicaid / 218428

                 

              	
                Complete DMAP 3035 form within
      30 days of the merger

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                 

                 

              	
                Medicare / 597158001

                 

              	
                See National License summary
      below.

                 

              	
                 

                 

              


         

         

         

         

        BIOMED FLORIDA, INC. (Ft. Lauderdale, FL)

         

         

         

        PHARMACY PERMIT NOTICES/NEW APPLICATIONS

         

         RESIDENT PHARMACY
LICENSE 

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                Florida

                 

              	
                Community / PH22874

                 

              	
                No action required

                 

                 

                 

              	
                N/A

                 

              
	
                 

                 

              	
                Medicaid / 0321834

                 

              	
                New application
      required.

                 

              	
                Sent 4/4/08.

                 

              


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

         

         

         

        BIOMED KANSAS, INC. (Lenexa, KS)

         

         

         

        PHARMACY PERMIT NOTICES/NEW APPLICATIONS

         

         NON-RESIDENT/KANSAS RESIDENT PHARMACY
LICENSES 

         

         

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                Kansas

                 

                 

                 

              	
                Pharmacy / 2-10120

                 

              	
                Notification within 5 days
      after merger.

                 

              	
                Sent 3/21/08

                 

              
	
                 

                 

              	
                Medicare / 6065730001

                 

              	
                See Federal licensure chart
      below.

                 

              	
                 

                 

              
	
                 

                 

              	
                Medicaid / 200437200A

                 

              	
                Notification within 30 days of
      the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                 

                 

              	
                HHA / A046157

                 

              	
                Notification letter
      required.  

                 

                 

                 

              	
                Notification letter sent
      3/25/08.

                 

              
	
                Missouri

                 

              	
                Class A Community / Ambulatory /
      20008004242

                 

              	
                New Application prior to
      consummation of the merger.

                 

                 

                 

                 

                 

              	
                Application Sent
      3/21/08.

                 

              
	
                 

                 

              	
                Medicaid / 606309409

                 

              	
                Submit change of ownership form
      after closing.

                 

                 

                 

              	
                Send after
closing.

                 

              


         

         

         

         

        BIOMED PHARMACEUTICALS,
INC. (Elmsford, NY)

         

         

         

        PHARMACY PERMIT NOTICES/NEW APPLICATIONS

         

         NON-RESIDENT/NEW YORK RESIDENT PHARMACY
LICENSES 

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                New York

                 

              	
                Pharmacy / 28140

                 

              	
                Notification to Board within 30
      days of the merger.

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                 

                 

              	
                Medicare /5892460003

                 

              	
                See Federal license summary
      below.

                 

                 

                 

              	
                 

                 

              
	
                Connecticut

                 

              	
                Non-Resident Pharmacy / 866

                 

              	
                Notification immediately upon
      merger.

                 

                 

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                 

                 

              	
                Medicaid / 3139608

                 

              	
                Send update regarding change of
      ownership after closing.

                 

              	
                Send after
closing.

                 

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        BIOMED TEXAS, INC. (Ft.
Worth, TX)

         

         

         

        PHARMACY PERMIT NOTICES/NEW APPLICATIONS

         

         RESIDENT PHARMACY LICENSES 

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                Texas

                 

                 

                 

              	
                Class A Pharmacy / 25763

                 

              	
                No action
required.

                 

                 

                 

                 

                 

              	
                N/A

                 

              
	
                 

                 

              	
                Controlled Substance / PO155560

                 

              	
                No action
required.

                 

                 

                 

                 

                 

              	
                N/A

                 

              
	
                 

                 

              	
                Vendor Drug Program / 14858

                 

              	
                Notification at least 10 days
      prior to the change.

                 

              	
                Sent 4/1/08

                 

              
	
                Home health
license

                 

              	
                9775

                 

              	
                Prior notice is
      required.

                 

              	
                Sent 4/2/08

                 

              


         

         

        NATIONAL
LICENSES

         

         

         

        	
                DEA

                 

              	
                Notify DEA only if 
      license numbers will change.  

                 

                FL DEA office requires notice
      of change in control.

                 

                 

                 

              	
                Status:

                 

                CA – Send after new license #
      obtained.  Power of attorney for buyer to use seller’s DEA number on
      file at Biomed CA.

                 

                FL – Sent 3/20/08.

                 

                KS – N/A.  

                 

                NY – N/A.  

                 

                TX – N/A.

                 

              
	
                NPI

                 

              	
                Notify NPI regarding changes to
      the application after closing.

                 

                 

                 

                 

                 

              	
                CA – Changes made online after
      closing.

                 

                FL – Changes made online after
      closing.

                 

                KS – Changes made online after
      closing.

                 

                NY – Changes made online after
      closing.

                 

                TX - Changes made online after
      closing.

                 

              
	
                NCPDP

                 

              	
                Notify NCPDP of changes to the
      application (new license/permit numbers) after closing.

                 

                 

                 

              	
                CA – Notify after new license #
      obtained.

                 

                FL – Notify if new Medicaid #
      is issued.

                 

                KS – N/A

                 

                NY – N/A

                 

                TX – N/A

                 

              
	
                Medicare

                 

              	
                Notify CMS of all changes to
      the DMEPOS application within 30 days of the merger.

                 

                 

                 

                 

                 

              	
                CA –  Send after
      closing.

                 

                FL – Send after
      closing.

                 

                KS – Send after
      closing.

                 

                NY – Send after
      closing.

                 

                TX - Send after
      closing.

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
         BIOMED:  PROJECT SABRE
 (change of
ownership – 100% Biomed shares)

         

         

         

        Biomed PA, Inc. (Sharon Hill, PA)

         

         

         

        PHARMACY PERMIT NOTICES/NEW APPLICATIONS

         

         NON-RESIDENT/PENNSYLVANIA RESIDENT PHARMACY
LICENSES 

         

         

         

        	
                State

                 

              	
                License/#

                 

              	
                Action Required / Research
      Summary

                 

              	
                Status

                 

              
	
                Alabama

                 

                 

                 

              	
                Out of State Mail Order, Non-Resident
      Pharmacy /

                 

                201553, 112973

                 

              	
                Notify board within 10 days of
      the merger.

                 

                 

                 

                 

                 

              	
                Sent 4/1/08

                 

                 

                 

              
	
                Alaska

                 

              	
                Out of Sate Pharmacy /

                 

                817

                 

              	
                Submit a new facility
      application.

                 

                 

                 

              	
                Sent 4/1/08.

                 

              
	
                Arizona

                 

                 

                 

              	
                Pharmacy / Y004949

                 

              	
                New application prior to
      consummation of the merger.

                 

                 

                 

                 

                 

              	
                Sent 4/1/08.

                 

              
	
                Colorado

                 

                 

                 

              	
                Prescription Drug Outlet Out-of-State /
      5675

                 

              	
                New application upon
      consummation of merger.

                 

                 

                 

                 

                 

              	
                Sent 4/2/08

                 

              
	
                Connecticut

                 

                 

                 

              	
                Non-Resident Pharmacy / 758

                 

              	
                Notification immediately upon
      merger.

                 

                 

                 

              	
                Sent 4/2/08

                 

              
	
                Delaware

                 

              	
                Non-resident Pharmacy / A9-0000765

                 

              	
                New Application Prior to
      merger.

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                Florida*

                 

                 

                 

              	
                Special Non-Resident / PH23168 (control
      No: 38831)

                 

              	
                No action required

                 

                 

                 

              	
                N/A

                 

              
	
                Hawaii

                 

              	
                Miscellaneous Permit / 524

                 

              	
                Notice within 10 days of
      merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Idaho

                 

              	
                Mail Service Pharmacy / 2176MS

                 

              	
                Report change to the Board
      within 10 working days of the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              


      


      
        	
                Illinois



                 

                 

                 

              	
                Licensed Division I Pharmacy /
      054.0158

                 

              	
                New application required upon
      change.

                 

                 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Indiana



                 

                 

                 

              	
                Non-Resident Pharmacy / 64000829A

                 

              	
                Notification and submit new
      application within 20 days of the merger. 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                 

                 

              	
                Medicaid / 200801280

                 

              	
                New Application  and
      written notice upon consummation of the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Iowa

                 

              	
                Non-Resident Pharmacy / 3743

                 

              	
                New Application and CSA
      Registration 

                 

              	
                Sent 4/2/08.

                 

              
	
                Kansas

                 

                 

                 

              	
                Non-Resident Pharmacy / 22-02545

                 

              	
                Notification to Board within 5
      days after merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Kentucky

                 

                 

                 

                 

                 

              	
                 

                 

              	
                Must file for waiver with KY
      BOP.

                 

                 

                 

                 

                 

              	
                Biomed will apply for waiver
      after closing.

                 

              
	
                Maine



                 

              	
                Mail Order Pharmacy / MO40000709

                 

              	
                Notification sent to board 7
      days prior to the merger.

                 

                 

                 

              	
                Sent 4/1/08.

                 

              
	
                Michigan*



                 

              	
                Pharmacy / illegible

                 

              	
                New application and affidavits
      from buyer and seller. 

                 

              	
                Sent 4/2/08.

                 

              
	
                 

                 

              	
                Medicaid / 1124054259

                 

              	
                Notification at end of March,
      2008.

                 

                 

                 

              	
                Sent 4/1/08. 

                 

              
	
                Minnesota



                 

              	
                Pharmacy / 263132

                 

              	
                New application must be
      submitted upon consummation of the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Mississippi



                 

                 

                 

              	
                Non-Resident Pharmacy / 06844/07.1

                 

              	
                Letter notice 10 days in
      advance of the merger and inventory taken at time of change.

                 

              	
                Sent 4/1/08

                 

              
	
                Missouri

                 

                 

                 

                 

                 

              	
                Class A / 2005030628

                 

              	
                New Application and
      confirmation of issuance of temporary license prior to consummation of the
      merger.

                 

              	
                Sent 3/21/08

                 

              
	
                Nevada

                 

              	
                Pharmacy / PH02287

                 

              	
                New Application no less than 15
      days before consummation of the merger

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                 

                 

              	
                Medicaid / 1124054259

                 

              	
                Submit Provider Information
      Change Form within 5 business days of the merger.

                 

                 

                 

              	
                Send after closing

                 

              
	
                New
      Hampshire



                 

              	
                Mail-Order Pharmacy / NR0486

                 

              	
                New Application upon
      consummation of merger. 

                 

                 

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                New Jersey

                 

                 

                 

              	
                n/a

                 

              	
                No action
required.

                 

                 

                 

              	
                N/A

                 

              
	
                New York

                 

                 

                 

              	
                Non-Resident Establishment Registered
      Pharmacy / 99-1185

                 

                 

                 

              	
                Notify within 30 days of
      merger.

                 

                 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                North Carolina

                 

                 

                 

              	
                Pharmacy / 9994

                 

              	
                New Registration. New
      application upon change.

                 

                 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                North Dakota

                 

              	
                Class G – Out of State Pharmacy /
      366

                 

              	
                New Application and immediate
      notification that majority of stock will not be owned by registered
      pharmacists

                 

                 

                 

                 

                 

              	
                Sent 4/2/08.

                 

              
	
                Ohio

                 

                 

                 

                 

                 

              	
                Non-Territorial Pharmacy / 02-1633200,
      Class 45

                 

              	
                New application. 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Oklahoma

                 

              	
                Non-Resident Pharmacy / 99-1248

                 

              	
                New Application prior to
      consummation of the merger, notification to OK Bureau of Narcotics and
      Dangerous Drugs and inventory of all controlled substances taken on date
      of transfer of ownership with copy sent to Board of Pharmacy.

                 

              	
                Sent 4/2/08.

                 

              
	
                 

                 

              	
                Medicaid / 200123210A

                 

              	
                Submit disclosure of ownership
      form upon consummation of the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Oregon

                 

                 

                 

              	
                Retail Drug Outlet with Controlled
      Substance / RP 002423 CS

                 

              	
                Notification within 10 days of
      closing.

                 

                 

                 

              	
                Sent 4/1/08.

                 

              
	
                 

                 

              	
                Medicaid / 278836

                 

              	
                Complete DMAP 3035 form within
      30 days of the merger

                 

                 

                 

              	
                Sent 4/1/08

                 

              
	
                Pennsylvania

                 

                 

                 

                 

                 

              	
                Pharmacy (resident) / PP481437

                 

              	
                New Application for Change in
      Ownership within 30 days of the merger.  License number will
      remain.

                 

                 

                 

                 

                 

              	
                Sent 3/21/08

                 

              
	
                Pennsylvania

                 

                 

                 

              	
                Medicaid / 1020695070001

                 

              	
                Notification
      Required.

                 

                 

                 

              	
                Sent 3/25/08

                 

              
	
                Rhode
      Island



                 

              	
                Pharmacy – Non-Resident / PHN09885

                 

              	
                New Application prior to
      consummation of the merger and notification to the Department at least 14
      days prior to the merger. 

                 

              	
                Sent 4/1/08

                 

              
	
                South Carolina

                 

                 

                 

              	
                Non-Resident Pharmacy / 600009813

                 

              	
                New Application prior to
      consummation of the merger.  Notify SC BOP upon consummation of the
      merger. 

                 

                 

                 

              	
                Sent 4/3/08

                 

              
	
                 

                 

              	
                Medicaid / 7P1437

                 

              	
                No action
required.

                 

              	
                N/A 

                 

              
	
                South Dakota

                 

              	
                Non-Resident Pharmacy / 400-0728

                 

              	
                New Application submitted at
      least 30 days before the transfer of ownership.  Return original SD
      Pharmacy Permit within 10 days of the transfer of ownership.  Apply
      for a SD Controlled Substance Registration after receiving the pharmacy
      permit.  Complete inventory on date of transfer.

                 

              	
                Sent 4/2/08

                 

              
	
                Tennessee

                 

                 

                 

              	
                Pharmacy / 4334

                 

              	
                Notification to Director within
      30 days of the merger.

                 

                 

                 

                 

                 

              	
                Send after closing.
      

                 

              
	
                 

                 

              	
                Medicaid / license #

                 

              	
                Notification after
      merger.

                 

              	
                Sent 3/21/08

                 

              
	
                Texas

                 

                 

                 

              	
                Pharmacy / 25645

                 

              	
                No action required. 
      

                 

                 

                 

              	
                N/A

                 

              
	
                Utah

                 

              	
                Pharmacy – Class D / 6672759-1708

                 

              	
                New application and approval
      from division prior to merger.  

                 

                 

                 

              	
                Sent 4/2/08.

                 

              
	
                Vermont



                 

              	
                Non-Resident Pharmacy / 036-0000341

                 

              	
                New application within 5
      business days of the merger.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Virginia



                 

              	
                Non-Resident Pharmacy / 214000970

                 

              	
                Must surrender registration
      upon consummation of the merger and, within 14 days of the surrender, file
      a new application.

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                 

                 

              	
                Medicaid / 1952580078

                 

              	
                No action required.

                 

                 

                 

              	
                N/A

                 

              
	
                Washington

                 

                 

                 

              	
                Mail Order Pharmacy / FM00059164

                 

              	
                New Application must be
      submitted at least thirty days prior to the next regularly scheduled board
      of pharmacy meeting.  

                 

              	
                Sent 4/2/08

                 

              
	
                West Virginia

                 

              	
                Mail Order Pharmacy / MO0560004

                 

              	
                New Permit must be obtained
      from Board prior to the merger.  

                 

              	
                Sent 4/2/08

                 

              
	
                Wyoming

                 

              	
                Non-Resident Retail Pharmacy /
      NR50203

                 

              	
                Immediately Notify Board of
      occurrence of merger.

                 

                 

                 

                 

                 

              	
                Send after
closing.

                 

              
	
                Medicare

                 

              	
                DMEPOS / 6021520001

                 

              	
                See National License summary
      below

                 

              	
                 

                 

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        NATIONAL
LICENSES

         

         

         

        	
                DEA

                 

              	
                No action
required.

                 

              	
                Status: N/A 

                 

              
	
                NPI

                 

              	
                Notify NPI regarding changes to
      the application for all pharmacies after closing.

                 

                 

                 

              	
                Status:  Login to online
      site and change parent information after closing.

                 

              
	
                NCPDP

                 

              	
                No action
required.

                 

              	
                Status:  N/A. 
      

                 

              
	
                Medicare

                 

              	
                Notify CMS of all changes to
      the DMEPOS application within 30 days of the merger for all pharmacies
      that have Medicare provider numbers.

                 

                 

                 

              	
                Status: Send after
      closing.

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4/1/08

         

         

         

         Project
Sabre – Allion licensure disclosures 

         

         

         

         Resident Licenses: 

         

         

         

         New
York 

         

        MOMS Pharmacy and MOMS Pharmacy of
Brooklyn, Inc. must submit a disclosure of ownership and control form to New
York Medicaid within 15 days of the merger.

         

        STATUS: Send after
merger

         

         

         

        MOMS Pharmacy and MOMS Pharmacy of
Brooklyn, Inc. must notify the New York EPIC program after the
merger.

         

        STATUS: Send after
merger

         

         

         

         Washington 

         

        Cherry Street Pharmacy must notify
Washington Medicaid prior to the merger.

         

        STATUS: Sent
3/28/08.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Cherry  Street Pharmacy must
notify Washington ADAP prior to the merger.

         

         STATUS: Send
4/1/08

         

         

         

         Medicare 

         

         

         

        MOMS Pharmacy, MOMS Pharmacy of
Brooklyn, Inc., Mail Order Meds of Florida, LLC, North  American Pharmacy,
Medicine Made Easy/MOMS Pharmacy, Priority Pharmacy, Whittier Goodrich Pharmacy,
Castro Street Pharmacy, Castro & Duboce Pharmacy, 2nd Street Pharmacy and
Cherry Street Pharmacy must notify Medicare within 30 days of the
merger.

         

        STATUS: Send after
merger.

         

         

         

         Non –Resident Licenses: 

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the Maryland Board of Pharmacy within 30 days of the merger.

         

        STATUS: Send after
merger.

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the Michigan Board of Pharmacy after the merger.

         

        STATUS: Send after
merger.

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the Mississippi Board of Pharmacy 10 days prior to the
merger.

         

        STATUS: Sent
3/28/08.

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the Ohio Board of Pharmacy 14 days prior to the merger.

         

        STATUS: Sent
3/28/08.

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the Rhode Island Board of Pharmacy within 14 days of the
merger.

         

        STATUS: Send after
merger.

         

         

         

        MOMS Pharmacy (Melville, NY) must
notify the South Carolina Board of Pharmacy 30 days prior to the merger and
confirm the change within 10 days of the merger.  Note that MOMS Pharmacy
does not currently ship pharmaceuticals to South Carolina.

         

        STATUS: Sent
3/28/08.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 7.01 

         

         

         

        Liens Existing on the Closing Date 

         

         

         

         

         

        	
                Debtor

                 

                 

                 

              	
                Secured Party

                 

              	
                Jurisdiction

                 

              	
                File #

                 

              	
                File Date

                 

              
	
                Allion Healthcare, Inc.

                 

              	
                General Electric Capital
Corporation

                 

                 

                 

              	
                Delaware

                 

              	
                32320466

                 

              	
                09/09/2003

                 

              
	
                 

                 

              	
                AmerisourceBergen Drug Corporation*

                 

                 

                 

              	
                Delaware

                 

              	
                32381732

                 

              	
                09/15/2003

                 

              
	
                Access Healthcare Services, LLC

                 

                 

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Access Therapeutics, Inc.

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Biomed America, Inc.

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                BioMed Pharmaceuticals, Inc.

                 

                 

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Biomed California, Inc.

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Biomed Florida, Inc.

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Biomed Kansas, Inc.

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Biomed PA, Inc. 

                 

              	
                CIT Healthcare LLC

                 

                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Atlas Respiratory Services, Inc. 

                 

                 

                 

              	
                FirstLease, Inc.

                 

              	
                Delaware 

                 

              	
                53532497

                 

              	
                11/15/05

                 

              


         

         

        *
Notwithstanding the foregoing, it is understood and agreed that the liens
granted to AmerisourceBergen Drug Corporation shall be “Permitted Liens” only to
the extent that the Administrative Agent has received an executed Subordination
Agreement from AmerisourceBergen Drug Corporation, in form and substance
satisfactory to Administrative Agent in its sole discretion.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

         Schedule 7.02 

         

         

         

        Investments Existing on the Closing Date

         

         

         

        None.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 7.03 

         

         

         

        Indebtedness Existing on the Closing Date 

         

         

         

         Holdings 

         

         

         

        
          	
                   

                   

                  Name/Address of
      Payee

                   

                	
                  Principal Balance as
      of

                   

                	
                   

                   

                  Nature of Debt

                   

                	
                   

                   

                  Term 

                   

                
	
                  General Electric Capital
Corporation

                   

                  (Allion Healthcare, Inc.)

                   

                	
                  $39,589.54 as of 03/01/08

                   

                   

                   

                	
                  Equipment lease

                   

                	
                  4 yrs 

                   

                


        

         

         

         Biomed Healthcare, Inc. 

         

        	
                Name/Address
      of Payee

                 

              	
                Principal
      Balance
as of

                 

              	
                Nature of
      Debt

                 

              	
                Term

                 

              
	
                Raymond
      A. Mirra, Jr. (Biomed America, Inc.)

                 

              	
                $3,000,000

                 

              	
                Acquisition
      of Stock

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed America, Inc.)

                 

              	
                $49,000
      as of 07/31/07

                 

              	
                Start-up
      capital - unsecured

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed Pharmaceuticals, Inc.)

                 

              	
                $-0-
      as of 07/31/07

                 

              	
                Start-up
      capital – unsecured

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed KS, Inc.)

                 

              	
                $49,703
      as of 07/31/07

                 

              	
                Start-up
      capital – unsecured

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed PA, Inc.)

                 

              	
                $19,000
      as of 07/31/07

                 

              	
                Start-up
      capital – unsecured

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed CA, Inc.)

                 

              	
                $183,739
      as of 07/31/07

                 

              	
                Start-up
      capital – unsecured

                 

              	
                Demand

                 

              
	
                RAM
      Capital Group, LLC (Biomed FL,
      Inc.)                    
      .

                 

              	
                $1,000
      as of 07/31/07

                 

              	
                Start-up
      capital – unsecured

                 

              	
                Demand

                 

              
	
                Firstrust
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $23,320
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                5
      yrs

                 

              
	
                Firstrust
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $23,826
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                4
      yrs

                 

              
	
                Firstrust
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $16,332
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                4
      yrs

                 

              
	
                Firstrust
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $6,598
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                3
      yrs

                 

              
	
                Firstrust
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $11,223
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                4
      yrs

                 

              
	
                Beneficial
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $9,932
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                5
      1⁄2 yrs

                 

              
	
                Beneficial
      Bank (Atlas Respiratory Services, Inc.)

                 

              	
                $11,829
      as of 07/31/07

                 

              	
                Auto
      loan

                 

              	
                5
      yrs

                 

              


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        	
                Name/Address of
      Payee

                 

              	
                Principal Balance
as
      of

                 

              	
                Nature of
      Debt

                 

              	
                Term

                 

              
	
                Mercedes Benz Credit (Access
      Therapeutics, Inc.)

                 

              	
                $50,599 as of 07/31/07

                 

              	
                Auto lease

                 

              	
                4 yrs

                 

              
	
                Lexus Financial Services (Access
      Healthcare Services, LLC)

                 

              	
                $34,217 as of 07/31/07

                 

              	
                Auto lease

                 

              	
                3 yrs

                 

              


         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         Other
Debt :

         

         

         

        CIT Healthcare Financing Agreement


         

                   


         

        Promissory Note with line of
credit in favor of RAM Capital Group, LLC from Atlas Respiratory Services, Inc.
(zero balance)

         

                   


         

        Promissory Note with line of
credit in favor of RAM Capital Group, LLC from Biomed America, Inc. and its
subsidiaries.

         

         

         

        Promissory Note with line of
credit in favor of RAM Capital Group, LLC from Apogenics Healthcare,
Inc.

         

         

         

        Promissory Note in favor of
Raymond A. Mirra, Jr. from Biomed America, Inc.

         

        
           

        

         

        2005 Ford Freestar
VIN#2FMZA52255BA25929 owned by Atlas Respiratory Services, Inc. is financed by a
Business Loan From Firstrust Bank dated 2-08-07 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         Schedule 12.02 

         

         

         

        Certain Addresses for Notices

         

         

         

        Allion Healthcare, Inc.

         

        1660 Walt Whitman Road, Suite
105

         

        Melville, NY 11747

         

         

         

        If to Administrative
Agent:

         

        CIT Healthcare
LLC

         

        505 Fifth
Avenue

         

        New York, New York
10017

         

        Attention:  Steven
Dowe, Managing Director

         

        Telephone:
212-771-9356

         

        Facsimile:
800-596-3794

         

         

         

        With a copy to:

         

         

         

        Blank Rome LLP

         

        One Logan
Square

         

        Philadelphia, PA
19103-6998

         

        Attention:          Mark I.
Rabinowitz, Esq. 

         

        Telephone:        (215)
569-5629

         

        Facsimile:
        (215) 832-5629

         

         

         

        If to Borrower
Representative:

         

        Allion Healthcare,
Inc.

         

        1660 Walt Whitman Road, Ste
105

         

        Melville, NY 11747 


         

        Attention:          Michael
P. Moran

         

        Telephone:        (631)
547-6531

         

        Facsimile:         (631)
249-5863                      


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

      


      
        EXHIBIT
A-1

         

        FORM OF LOAN
NOTICE

         

        CIT Healthcare LLC,
as
Administrative Agent
under the Credit  Agreement
referred to
below

         

        __________

         

        __________                                       
[Date]

         

        Attention: 
__________

         

        Ladies and
Gentlemen:

         

        The
undersigned, [INSERT BORROWER
REPRESENTATIVE], refers to the Credit and Guaranty Agreement dated as of
_________ __, 2008 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Credit
Agreement ”; the terms defined therein being used herein as therein
defined), among the undersigned, CIT Healthcare LLC, as Administrative Agent and
the other financial institutions party thereto, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing as
required by Section 2.02(a) of the Credit Agreement:

         

        The Borrower
is requesting a [Borrowing]/[conversion of Loans from one Type to
another]/[continuation of LIBOR Loans].

         

        The Business
Day of the proposed [Borrowing]/[conversion]/[continuation] is __________, ___,
20__.

         

        The
principal amount of Loans to be [borrowed]/[converted]/[continued] is
$_____________.

         

        [The Type of
Loans to be borrowed]/[The Type of Loans to which existing [Base Rate
Loans]/[LIBOR Loans] are to be converted] are
______________________.

         

        The duration
of the Interest Period with respect to the proposed
[Borrowing]/[conversion]/[continuation] is [one]/[two]/[three]/[six]
months.

         

        The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed
[Borrowing]/[conversion]/[continuation]:

         

        (k)              
The representations and warranties of each Loan Party contained in
 Article 5 of the Credit Agreement or any other
Loan Document, or which are contained in any document furnished at any time
under or in connection therewith, shall be true and correct in all material
respects (provided, that if any representation or warranty is by its terms
qualified by concepts of materiality, such representation shall be true and
correct in all respects) on and as of even date herewith, except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date, and except
that for purposes of Section 4.02 of the Credit Agreement, the
representations and warranties contained in subsections (a) and (b) of
Section 5.05 of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01  of the Credit
Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (l)                 
No Default or Event of Default shall exist, or would result from
such proposed Borrowing or from the application of the proceeds
thereof.

         

        (m)             
After giving effect to such proposed Borrowing, the total Revolving
Exposures shall not exceed the total Revolving Commitments.

         

        Delivery of
an executed counterpart of this Notice of Borrowing by facsimile shall be
effective as delivery of an original executed counterpart of this Notice of
Borrowing.

         

        Very truly yours,

         

         

         

        [                                                                       
  ] 

         

         

         

        By:      
______________________________
           
Name:
           
Title:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        EXHIBIT
B-1

         

        FORM OF REVOLVING
NOTE

         

        REVOLVING NOTE

         

        $__________                                                                                     
Dated:  __________, 200_

         

        FOR VALUE RECEIVED, the
undersigned, ALLION HEALTHCARE, INC., a Delaware corporation and [Merger Sub], a
____________ (collectively, the “ Borrowers ”), HEREBY,
JOINTLY AND SEVERALLY, PROMISE TO PAY ________________ or its registered assigns
(the “ Lender ”) for the account of the Lender on the Termination Date, the
aggregate principal amount of the Revolving Commitments owing to the Lender by
the Borrowers, pursuant to the Credit  Agreement dated as of __________
___, 2008 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “ Credit Agreement ”; terms defined therein, unless
otherwise defined herein, are being used herein as therein defined) among the
Borrowers, the Lender, the other financial institutions party thereto, and CIT
Healthcare LLC, as administrative agent (in such capacity, together with any
successor administrative agent appointed pursuant to Article 11 of the Credit
Agreement, the “ Administrative Agent ”).

         

        The Borrowers promise to pay to
the Lender interest on the unpaid principal amount of each Revolving Commitment
from the date of such Revolving Commitment until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.

         

        Both principal and interest are
payable in lawful money of the United States of America to the Administrative
Agent, at the Administrative Agent’s Office in same day funds.  Each
Revolving Commitment owing to the Lender by the Borrowers, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto, which is part of this
Revolving Note;  provided , however , that
the failure of the Lender to make any such recordation or endorsement shall not
affect the Obligations of the Borrowers under this Revolving Note.

         

                               
This Revolving Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement.  The Credit Agreement, among other
things, (i) provides for the making of advances by the Lender to or for the
benefit of the Borrowers from time to time in an aggregate amount not to exceed
at any time outstanding the Dollar amount first above mentioned, the
indebtedness of the Borrowers resulting from each such advance being evidenced
by this Revolving Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.  The obligations of the Borrowers
under this Revolving Note and the other Loan Documents, and the obligations of
the other Loan Parties under the Loan Documents, are secured by the Collateral
as provided in the Loan Documents.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

                                                                   
ALLION HEALTHCARE,
INC.

         

        By:      
______________________________
           
Name:
           
Title:

         

        [                                                                       
  ]
            
Name: 
                                   
           

           
Title: 
                                                  


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ADVANCES AND PAYMENTS OF
PRINCIPAL

         

        	

                Date

                 

              	
                Amount
      of
Advance

                 

              	
                Amount of
Principal
      Paid
or Prepaid

                 

              	
                Unpaid
Principal
Balance

                 

              	
                Notation
Made
By

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        EXHIBIT
B-2

         

        FORM OF TERM
NOTE

         

        TERM NOTE

         

        $_______________                                                                           
Dated:  __________ __, ____

         

        FOR VALUE RECEIVED, the
undersigned, ALLION HEALTHCARE, INC., a Delaware corporation and [Merger Sub], a
_______________ (collectively the “ Borrowers ”),
HEREBY, JOINTLY AND SEVERALLY, PROMISE TO PAY __________________ or its
registered assigns (the “ Lender ”) for the account of the Lender the
aggregate principal amount of the Term Loan Commitment owing to the Lender, by
the Borrowers, pursuant to the Credit  Agreement dated as of _____________,
___, 2008 (as amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”; terms defined therein, unless otherwise
defined herein, are being used herein as therein defined) among the Borrowers,
the Lender, the other financial institutions party thereto, CIT Healthcare LLC,
as administrative agent (in such capacity, together with any successor
administrative agent appointed pursuant to Article 11 of the Credit Agreement,
the “ Administrative Agent ”).

         

        The Borrowers promise to pay the
Lender interest on the unpaid principal amount of each Term Loan Commitment from
the date of such Term Loan Commitment, as the case may be, until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

         

        Both principal and interest are
payable in lawful money of the United States of America to the Administrative
Agent at the Administrative Agent’s Office in same day funds.  Each Term
Loan Commitment owing to the Lender by the Borrowers and the maturity thereof,
and all payments made on account of principal thereof, shall be recorded by the
Lender and, prior to any transfer hereof, endorsed on the grid attached hereto,
which is part of this Term Note;  provided ,
however , that the failure of the Lender to make any such
recordation or endorsement shall not affect the Obligations of the Borrowers
under this Term Note.

         

        This Term Note is one of the
Notes referred to in, and is entitled to the benefits of, the Credit
Agreement.  The Credit Agreement, among other things, (i) provides for the
making or purchasing of Term Loan Commitments by the Lender to or for the
benefit of the Borrowers on the Closing Date in an aggregate amount not to
exceed at any time outstanding the Dollar amount first above mentioned, the
indebtedness of the Borrowers resulting from each such Term Loan Commitment
being evidenced by this Term Note, and (ii) contains provisions for acceleration
of maturity upon the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.  The obligations of the Borrowers under this
Term Note and the other Loan Documents, and the obligations of the other Loan
Parties under the Loan Documents, are secured by the Collateral as provided in
the Loan Documents. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

        ALLION HEALTHCARE,
INC.

         

        By:      
______________________________
           
Name:
           
Title:

         

        [MERGER
SUB]

         

        By:                                                                   

           
Name: 
                                               

           
Title: 
                                                  


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

         

        TERM LOANS AND PAYMENTS
OF PRINCIPAL

         

        	
                Date

                 

              	
                Amount
      of
Advance

                 

              	
                Amount of
Principal
      Paid
or Prepaid

                 

              	
                Unpaid
Principal
Balance

                 

              	
                Notation
Made
By

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        EXHIBIT
C

         

        FORM OF COMPLIANCE
CERTIFICATE

         

         Compliance Certificate 

         

        Please refer to the Credit 
Agreement dated as of _________, __, 2008 (as amended, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”) among the undersigned (collectively, the “ Borrowers ”),
the Guarantors party thereto from time to time, the financial institutions party
thereto and CIT Healthcare LLC, as administrative agent (the “Administrative
Agent”).  This certificate (this “ Certificate ”) is delivered
to the Administrative Agent and the Lenders pursuant to the terms of the Credit
Agreement.  Terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.

         

        The undersigned, being a
Responsible Officer of the Borrower Representative, hereby certifies and
warrants as follows:

         

        (i)         Enclosed are
the following [end of Fiscal Year financial statements:]//[end of Fiscal Quarter
financial statements:]

        [Use following
paragraph for fiscal year-end financial statements]

         

        [The Borrowers have delivered the
year-end audited financial statements required by Section
6.01(a) of the Credit Agreement for the fiscal year of the Loan
Parties and their Subsidiaries ended as of the above date, together with the
report and opinion of an independent certified public accountant required by
such section.]

         

        [Use following
paragraph for fiscal quarter-end financial statements]

         

        [The Borrowers have delivered the
unaudited financial statements required by Section
6.01(b) of the Credit Agreement for the fiscal quarter of the Loan
Parties and their Subsidiaries ended as of the above date.  Such
consolidated financial statements fairly present in all material respects the
financial condition, results of operations, shareholders’ equity and cash flows
of the Loan Parties and their Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and
the absence of footnotes.

         

        (ii)        The representations and
warranties of each Loan Party contained in Article
5 of the Credit Agreement or any other Loan Document, or which are
contained in any document furnished at any time under or in connection
therewith, are true and correct in all material respects (provided, that if any
representation or warranty is by its terms qualified by concepts of materiality,
such representation shall be true and correct in all respects) on and as of such
date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of
such earlier date. 

         

        (iii)       No Default or Event of Default
exists.

         

        (iv)       No Material Adverse Effect has
occurred.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (v)        The Consolidated Total
Leverage Ratio is not greater than [____] to 1.

         

        (vi)       The Consolidated Senior Leverage
Ratio is not greater than [                 
 ] to 1.

         

        (vii)      The Consolidated Fixed Charges
Coverage Ratio is not less than [__] to 1.

         

        (viii)      The Consolidated Capital
Expenditures are not greater than $____________.

         

        Borrowers
have caused this Certificate to be executed and delivered by the Responsible
Officer of the Borrower Representative (solely in such capacity and not as an
individual) thereunto duly authorized on ______ __, 20__.

         

         

         

                                                                               
[INSERT BORROWER REPRESENTATIVE]

         

        
                                                                                   
By:                                                                   

   
                                                                               
       Name:
                                                                                   
       Title:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        EXHIBIT
D

         

        FORM OF ASSIGNMENT AND

ASSUMPTION AGREEMENT

         

        Reference is made to the Credit
Agreement dated as of ___________  __, 2008 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the terms defined therein, unless
otherwise defined herein, being used herein as therein defined) among ALLION
HEALTHCARE, INC., a Delaware corporation and [Merger Sub], a ______________
(collectively, the “ Borrowers ”), the Lenders party thereto, and CIT
Healthcare LLC, as administrative agent (in such capacity, together with any
successor administrative agent appointed pursuant to Article 11 of the Credit
Agreement, the “ Administrative Agent ”).

         

        Each “ Assignor ” referred to on Schedule 1 hereto (each, an
“ Assignor ”) and each “ Assignee ” referred to on Schedule 1
hereto (each, an “ Assignee ”) agrees severally with respect to all
information relating to it and its assignment hereunder and on Schedule
1  hereto as follows:

         

        (1)        Such Assignor hereby sells
and assigns, without recourse except as to the representations and warranties
made by it herein, to such Assignee, and such Assignee hereby purchases and
assumes from such Assignor, an interest in and to such Assignor’s rights and
obligations under the Credit Agreement as of the date hereof equal to the
percentage interest specified on  Schedule 1 hereto of
all outstanding rights and obligations under the Credit  Agreement. 
After giving effect to such sale and assignment, such Assignee’s Commitments and
the amount of the Loans owing to such Assignee will be as set forth on
Schedule 1  hereto.

         

        (2)        Such Assignor (i)
represents and warrants that its name set forth on  Schedule 1 hereto is its legal name, that it is the legal
and beneficial owner of the interest or interests being assigned by it hereunder
and that such interest or interests are free and clear of any adverse claim;
(ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any
Loan Party or the performance or observance by any Loan Party of any of its
obligations under any Loan Document or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Note or Notes (if any) held by
such Assignor and requests that the Administrative Agent exchange such Note or
Notes for a new Note or Notes payable to the order of such Assignee in an amount
equal to the Commitments assumed by such Assignee pursuant hereto or new Notes
payable to the order of such Assignee in an amount equal to the Commitments
assumed by such Assignee pursuant hereto and such Assignor in an amount equal to
the Commitments retained by such Assignor under the Credit Agreement,
respectively, as specified on Schedule 1  hereto.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

                               
(3)        Such Assignee (i) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 6.01 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent,
any Assignor or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) represents and
warrants that its name set forth on Schedule 1
hereto is its legal name; (iv) appoints and authorizes the Administrative Agent
to take such action as the Administrative Agent on its behalf and to exercise
such powers and discretion under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender party thereto;
and (vi) attaches any U.S. Internal Revenue Service forms required under Section
3.01 of the Credit Agreement.

         

        (4)        Following the execution of
this Assignment and Assumption, it will be delivered to the Administrative Agent
for acceptance and recording by the Administrative Agent.  The effective
date for this Assignment and Assumption (the “ Effective
Date ”) shall be the date of acceptance hereof by the Administrative Agent,
unless otherwise specified on Schedule 1  hereto.

         

        (5)        Upon such acceptance and
recording by the Administrative Agent, as of the Effective Date (as defined on
the signature page hereto), (i) such Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Assumption, have
the rights and obligations of a Lender thereunder and (ii) such Assignor shall,
to the extent provided in this Assignment and Assumption, relinquish its rights
and be released from its obligations under the Credit Agreement (other than its
rights and obligations under the Loan Documents that are specified under the
terms of such Loan Documents to survive the payment in full of the Obligations
of the Loan Parties under the Loan Documents to the extent any claim thereunder
relates to an event arising prior to the Effective Date) and, if this Assignment
and Assumption covers all of the remaining portion of the rights and obligations
of such Assignor under the Credit  Agreement, such Assignor shall cease to
be a party thereto.

         

        (6)        Upon such acceptance and
recording by the Administrative Agent, from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit Agreement and the
other Loan Documents in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and commitment fees with
respect thereto) to such Assignee.  Such Assignor and such Assignee shall
make all appropriate adjustments in payments under the Credit Agreement and the
other Loan Documents for periods prior to the Effective Date directly between
themselves.

         

        (7)        This Assignment and
Assumption, and all matters arising out of or relating to this Assignment and
Assumption, shall be governed by, and construed in accordance with, the laws of
the State of New York.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (8)        This Assignment and
Assumption may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.  Delivery of an executed counterpart of Schedule 1 to this Assignment and Assumption by
facsimile shall be effective as delivery of an original executed counterpart of
this Assignment and Assumption.

         

        IN WITNESS
WHEREOF, each Assignor and each Assignee have caused Schedule 1 to this
Assignment and Assumption to be executed by their officers thereunto duly
authorized as of the date specified thereon.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Schedule
1

         

        	
                ASSIGNORS:

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Revolving Credit
      Facility

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Percentage
      interest assigned

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              
	
                Revolving
      Credit Commitment assigned

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                Aggregate
      outstanding principal amount of Revolving Credit Loans assigned

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                Principal
      amount of Revolving Credit Note payable to Assignor

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                Term
      Facility

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Percentage
      interest assigned

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              
	
                Term
      Commitment assigned

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                Outstanding
      principal amount of 
Term Loan assigned

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                Principal
      amount of Term Note 
payable to Assignor

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              
	
                ASSIGNEES:

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Revolving Credit
      Facility

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Percentage
      interest assumed

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                 

                 

              
	
                Revolving
      Credit Commitment assumed

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
                Aggregate
      outstanding principal amount of Revolving Credit Loans assumed

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
                Principal
      amount of Revolving Credit Note payable to Assignee

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
                Term
      Facility

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                Percentage
      interest assumed

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                %

                 

              	
                 

                 

              
	
                Term
      Commitment assumed

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
                Outstanding
      principal amount of 
Term Loans assumed

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
                Principal
      amount of Term Note 
payable to Assignee

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                $

                 

              	
                 

                 

              
	
              	
              	
              	
              	
              	
              	
              	
              	
              	
              	
              	
              



        Effective Date (if other than date of acceptance by Administrative
Agent):

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        __________, 20__ (the “Effective Date”)

         

         Assignors 

         

         

         

        __________, as
Assignor

         

        [Type or print legal
name of Assignor]

         

         

         

        By:      
______________________________
Name:

         

                   
Title:

         

         

         

        Dated:  __________,
20__

         

         

         

        __________, as
Assignor

         

        [Type or print legal
name of Assignor]

         

         

         

        By:      
______________________________
Name:

         

                   
Title:

         

         

         

        Dated:  __________,
20__

         

         

         

        __________, as
Assignor

         

        [Type or print legal
name of Assignor]

         

         

         

        By:      
______________________________
Name:

         

                   
Title:

         

         

         

        Dated:  __________,
20__

         

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         


         Assignees 

         

         

         

        ___________, as
Assignee

         

        [Type or print legal
name of Assignee]

         

         

         

        By:      
______________________________
Name:

         

                   
Title:

         

         

         

        Dated:  __________,
20__

         

         

         

         

         

        __________, as
Assignee

         

        [Type or print legal
name of Assignee]

         

         

         

        By:      
______________________________
Name:

         

                   
Title:

         

         

         

        Dated:  __________,
20­__

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         


        Accepted [and Approved] this
____
day of __________, 20__

         

        CIT Healthcare LLC
as
Administrative Agent

         

        By:
                                                                  

Title:

         

        [Consented to this ____ day
of
__________, 20__

         

        ALLION HEALTHCARE,
INC.

         

        By:
                                                                  

Title: 

         

        [MERGER
SUB]

         

        By:
                                                                  

Title: 
                                                        


         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        EXHIBIT
E

         

        FORM OF JOINDER
AGREEMENT

         

        JOINDER AGREEMENT dated as of
[  ] (the “ Joinder Agreement ”) to the
Credit  Agreement, dated as of __________ __, 20__ (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “ Credit
Agreement ”; capitalized terms used herein and not otherwise defined shall
have the meaning given to such term in the Credit Agreement), among ALLION
HEALTHCARE, INC., a Delaware corporation and [Merger Sub], a _____________
(collectively, the “ Borrowers ”), the Guarantors party thereto from time
to time, CIT Healthcare LLC, as Administrative Agent, and each financial
institution from time to time party thereto as a Lender (collectively, the
“ Lenders ” and individually, a “ Lender ”).

         

         W I T N E
S S E T H: 

         

        WHEREAS, the Guarantors have
entered into the Credit Agreement and the Security Agreement in order to induce
the Lenders to make the Loans to or for the benefit of the
Borrowers;

         

        WHEREAS, pursuant to Section 6.12
of the Credit Agreement, each Subsidiary that was not in existence on the date
of the Credit Agreement is required to become a Guarantor under the Credit
Agreement by executing this Joinder Agreement.  The undersigned (the
“ New Guarantor ”) is executing this Joinder
Agreement to the Credit Agreement as consideration for the Loans previously made
to or for the benefit of the Borrower.

         

        NOW, THEREFORE, the
Administrative Agent and each New Guarantor hereby agree as
follows:

         

        1.         Guarantee.  In accordance
with Section 6.12 of the Credit Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Credit Agreement with the same force and
effect as if originally named therein as a Guarantor.  Simultaneously with
the execution of this Joinder Agreement, the New Guarantor hereby delivers to
the Administrative Agent all documents and information required pursuant to
section 6.12 of the Credit Agreement.

         

        2.         Representations and
Warranties.  In accordance with Section 6.12 of the Credit Agreement
the New Guarantor hereby (a) agrees to all the terms and provisions of the
Credit Agreement applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof,  provided that, to the extent that such representations
and warranties specifically refer to an earlier date, they shall be true and
correct as of such earlier date.   Each reference to a Guarantor in
the Credit Agreement shall be deemed to include the New Guarantor.  The New
Guarantor hereby attaches supplements to each of the schedules to the Credit
Agreement applicable to it. 

         

        3.         Severability.  If any
provision of this Joinder Agreement is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Joinder Agreement shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        4.         Counterparts.  This
Joinder Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

         

        5.         No Waiver.  No failure by
any Lender or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  Except as expressly supplemented hereby, the Credit Agreement
shall remain in full force and effect.

         

        6.         Notices.  All notices,
requests and demands to or upon any New Guarantor, the Administrative Agent or
any Lender shall be governed by the terms of Section 12.02 of the Credit 
Agreement.

         

        7.         Governing Law.  THE
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         

         

         

        [Signature Pages Follow]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        [NEW GUARANTOR]

         

        By:                                                                         

          Name: 

        
Title:     

         

        Address for
Notices:







         

        CIT HEALTHCARE LLC,
as
Administrative Agent 

         

        By:                                                                         

          Name: 

        
Title:     

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        EXHIBIT
F

         

        Landlord
Waiver

         

                                                               
 LANDLORD’S WAIVER 

         

         

         

        PREMISES:    
                                                                                   
Date:  ________, 2008

         

                               


TENANT:       
___________________

         

         

         

        WHEREAS, the Undersigned is the
owner of the above referenced premises ("Premises") which are rented to the
above‐named tenant ("Tenant"); and

         

        WHEREAS, Tenant has granted or is
granting a continuing lien and security interest to CIT Healthcare LLC, as agent
("Agent"), for the benefit of Lenders, in all of the personal property of Tenant
including all now owned or hereafter acquired accounts, accounts receivable,
general intangibles, chattel paper, contract rights, equipment, inventory,
machinery, furniture, documents, instruments, investment property and deposit
accounts, and all proceeds of the foregoing property (including insurance
proceeds) (collectively, the "Collateral"):

         

        NOW, THEREFORE, the Undersigned,
intending to be legally bound hereby, and for other good, valuable and
sufficient consideration, receipt whereof is hereby acknowledged, hereby agrees
as follows:

         

        ARTICLE 14Undersigned hereby acknowledges and consents, to the
extent necessary, that the Tenant has granted to Agent liens and security
interests in and to the Collateral.  Any and all liens, claims, demands, or
rights, including but not limited to the right of Undersigned to purchase
certain personal property under the lease of the Premises and the right to levy
or distrain for unpaid rent, which the Undersigned now has or hereafter acquires
on or in any of the Collateral shall be subordinate and inferior to the lien and
security interest of Agent and Lenders, and as to Agent and Lenders, the
Undersigned hereby specifically waives and relinquishes all rights of levy,
distrain or execution with respect to such Collateral.

         

        ARTICLE 15Any Collateral of Tenant shall, at all times, be
considered to be personal property and shall not become a part of the Premises,
so long as any monies are owing to the Agent and Lenders by Tenant or any of the
commitments of Lenders remain outstanding to Tenant.  Notwithstanding
anything herein to the contrary, the term “Collateral” shall not include
fixtures or other improvements made to or existing on the Premises.

         

        ARTICLE 16Upon simultaneous notice to Landlord, Agent may at
any time after Tenant is in default under any agreement, instrument or document
by or between Tenant and Agent and/or Lenders, (a) enter, in a commercially
reasonable manner and without causing damage to the Premises, upon the Premises
and remove and/or have access to the Collateral, (b) take possession of the
Collateral on the Premises and (c) remain on the Premises for a commercially
reasonable period of time in order to prepare for disposition or removal of the
Collateral.  Notwithstanding anything herein to the contrary, Agent shall
not remove any fixtures or other improvements installed in or on the Premises,
nor shall Lender make or permit anyone to make any alteration or demolition in
or to any part of the Premises without the prior written consent of Landlord,
which consent may be granted or withheld in Landlord's sole and absolute
discretion.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE 17The Undersigned will notify any purchaser or
successor owner or landlord of the Premises of the existence of this Waiver,
which shall be binding upon the executors, administrators, successors,
transferees, or assignees of the Undersigned and shall inure to the benefit of
the successors and assigns of Agent.

         

        ARTICLE 18Nothing herein contained shall be deemed to make
Agent or any Lender a tenant at the Premises, or be deemed to delegate any
duties or obligations under the Tenant's lease for the Premises to or 
constitute any assumption thereof by Agent or any Lender.  Nothing herein
contained shall compel Agent or any Lender to remove, retain, hold, continue to
hold, sell or otherwise deal with any or all of the Collateral.

         

        ARTICLE 19The Undersigned represents that it has the full
power and authority to execute this Waiver and that the Undersigned has no
knowledge of any current default or event of default under the Tenant's lease
for the Premises.

         

        ARTICLE 20This document shall be governed in all respects by
the substantive laws of New York.

         

         

                   


         

         

         

         

         

         

         

         

         

         

         

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INTENTIONALLY LEFT BLANK]

         


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        DATED the day and year first above
written.

         

         

         

        LANDLORD:

         

        [________________________]

         

         

         

        By:      
_______________________

         

        Name: 
_______________________

         

        Title:    
_______________________

         

                                                                               


         

                                                                               
Address:  _______________________

         

                                                                                           
    _______________________

         

                                                                                           
    ________________________

         

        APPROVED:

         

        CIT Healthcare LLC, as
Agent

         

        By:      
_______________________

         

        Name: 
_______________________

         

        Title:    
_______________________

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        [SIGNATURE PAGE TO
LANDLORD WAIVER]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        EXHIBIT
G

         

        SUBORDINATION AGREEMENT

         

        Dated:  ________ ,200__

         

        To:       CIT Healthcare LLC

         

        505 Fifth Avenue

         

        6th Floor

         

        New York, NY 10017

         

                   


         

        To induce CIT HEALTHCARE LLC, as
agent for the lenders (“Agent”) and the financial institutions party to the
Credit Agreement (defined below) from time to time (collectively, the “Lenders”)
to make loans and extend credit from time to time for the benefit of ALLION
HEALTHCARE, INC., a Delaware corporation (“Holdings”), Biomed Healthcare, Inc.,
a Delaware corporation, Access Therapeutics, Inc., a Delaware corporation, Atlas
Respiratory Services, Inc., a Delaware corporation, Biomed California, Inc., a
California corporation, Biomed Florida, Inc., a Florida corporation, Biomed
Kansas, Inc., a Kansas corporation, Biomed Pa, Inc., a Pennsylvania corporation,
Biomed Pharmaceuticals, Inc., a Delaware corporation, Biomed Texas, Inc., a
Texas corporation, Access Healthcare Services, LLC, a Pennsylvania limited
liability company, Moms Pharmacy of Brooklyn, Inc., a New York corporation, Moms
Pharmacy, Inc., a California corporation, Moms Pharmacy, Inc., a New York
corporation, Mail Order Meds of Florida, LLC, a Florida limited liability
company, Oris Health, Inc., a California corporation, North American Home Health
Supply, Inc., a California corporation, Medicine Made Easy, Inc., a California
corporation, Specialty PharmacIES, Inc., a Washington corporation and certain
other entities that may from time to time become a Borrower under the Credit
Agreement (individually and collectively (as the context may require) referred
to as “Borrower”) pursuant to the terms of that certain Credit and Guaranty
Agreement among Borrower, Guarantors (together with Borrower, individually and
collectively, as the context may require, referred to as “Loan Party”), Agent
and Lenders dated as of even date herewith (as from time to time amended,
restated, supplemented or otherwise modified, the “Credit Agreement”), 
[________________] (the “Undersigned”) hereby agrees as follows:

         

        The payment of any and all Subordinated Debt is expressly
subordinated to the Senior Debt to the extent and in the manner set forth in
this Subordination Agreement.  The term “Subordinated Debt” means the
principal of and interest on all indebtedness, and all liabilities and
obligations of Loan Party, or any of them, now existing or hereafter arising, to
the Undersigned, including but not limited to: (i) obligations owing by Loan
Party, or any of them, to the Undersigned pursuant to the terms and conditions
of that certain Subordinated Promissory Note executed by [__________] in favor
of the Undersigned in the original principal amount of $_____ dated as of
_______________ (the “Subordinated Note”) (as amended, restated, supplemented,
or otherwise modified, the “Subordinated Note”) and (ii) any other obligations
owing by Loan Party, or any of them, now or hereafter to the Undersigned. 
The Undersigned and Loan Party shall not amend or modify the Subordinated Note
in any manner whatsoever without the prior written consent of Agent.  The
term “Senior Debt” means any and all Obligations (as defined in the Credit
Agreement) of Loan Party, or any of them,  to Agent and/or Lenders under or
in connection with the Credit Agreement (including, without limitation, interest
owing to Agent and Lenders after the commencement of a bankruptcy or insolvency
proceeding at the date specified in the Credit Agreement, whether or not such
interest is an allowable claim in any such proceeding). 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Until the Senior Debt is paid in full, Loan Party shall not
pay, and the Undersigned shall not accept, any payments of any kind (including
prepayments) associated with Subordinated Debt (other than payment in kind
interest).

         

        Any payments on the Subordinated Debt received by the
Undersigned in violation of this Subordination Agreement shall be held in trust
for Agent (for the benefit of Lenders) and the Undersigned will forthwith turn
over any such payments in the form received, properly endorsed, to Agent to be
applied to the Senior Debt as determined by Agent.

         

        Loan Party shall not grant to the Undersigned and the
Undersigned shall not take any lien on or security interest in any of Loan
Party’s Collateral (as defined on the Credit Agreement), now owned or hereafter
acquired or created, without Agent’s prior written consent.

         

        The Undersigned agrees that it will not make any assertion or
claim in any action, suit or proceeding of any nature whatsoever in any way
challenging the priority, validity or effectiveness of the liens and security
interests granted to Agent, for the benefit of Lenders, under and in connection
with the Credit Agreement, or any amendment, extension, replacement thereof or
related agreement, instrument or document between Agent and/or Lenders and Loan
Party.

         

        The Undersigned will not commence any action or proceeding
against Loan Party to recover all or any part of the Subordinated Debt not paid
when due and shall at no time join with any creditor in bringing any proceeding
against Loan Party under any liquidation, conservatorship, bankruptcy,
reorganization, rearrangement, or other insolvency law now or hereafter
existing, unless and until the Senior Debt has been indefeasibly paid and
satisfied in full and the Credit Agreement has been terminated. 


         

        In the event of any liquidation, conservatorship, bankruptcy,
reorganization, rearrangement, or other insolvency proceeding of Loan Party, the
Undersigned will at Agent’s request file any claims, proofs of claim, or other
instruments of similar character necessary to enforce the obligations of Loan
Party in respect of the Subordinated Debt and will hold in trust for Agent and
pay over to Agent in the same form received, to be applied on the Senior Debt as
determined by Agent, any and all money, dividends or other assets received in
any such proceedings on account of the Subordinated Debt, unless and until the
Senior Debt shall be paid in full, including, without limitation, interest owing
to Agent and Lenders after the commencement of a bankruptcy proceeding at the
rate specified in the Credit Agreement, whether or not such interest is an
allowable claim in any such proceeding.  Agent may, as attorney-in-fact for
the Undersigned, take such action on behalf of the Undersigned and the
Undersigned hereby appoints Agent as attorney-in-fact for the Undersigned to
demand, sue for, collect, and receive any and all such money, dividends or other
assets and give acquittance therefore and to file any claim, proof of claim or
other instrument of similar character and to take such other proceedings in
Agent’s name or in the name of the Undersigned, as Agent may deem necessary or
advisable for the enforcement of this Subordination Agreement.  The
Undersigned will execute and deliver to Agent such other and further powers of
attorney or other instruments as Agent reasonably may request in order to
accomplish the foregoing.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Agent may at any time and from time to time, without the
consent of or notice to the Undersigned, without incurring responsibility to the
Undersigned and without impairing or releasing any of Agent’s or Lenders’
rights, or any of the obligations of the Undersigned, hereunder:

         

        Change the amount, manner, place or terms of payment or change
or extend the time of payment of or renew or alter the Senior Debt, or any part
thereof, or amend, supplement or replace the Credit Agreement and/or any notes
executed in connection therewith in any manner or enter into or amend,
supplement or replace in any manner any other agreement relating to the Senior
Debt;

         

        Sell, exchange, release or otherwise deal with all or any part
of any property at any time pledged or mortgaged by any party to secure or
securing the Senior Debt or any part thereof;  

         

        Release anyone liable in any manner for the payment or
collection of the Senior Debt;

         

        Exercise or refrain from exercising any rights against any
Loan Party or others (including the Undersigned); and

        Apply sums paid by any party to the Senior Debt in any order
or manner as determined by Agent.

        The Undersigned will advise each future holder of all or any
part of the Subordinated Debt that the Subordinated Debt is subordinated to the
Senior Debt in the manner and to the extent provided herein.  The
Undersigned represents that no part of the Subordinated Debt or any instrument
evidencing the same has been transferred or assigned and the Undersigned will
not transfer or assign, except to Agent, any part of the Subordinated Debt while
any Senior Debt remains outstanding, unless such transfer or assignment is made
expressly subject to this Subordination Agreement.  Upon Agent’s request,
the Undersigned will in the case of any Subordinated Debt which is not evidenced
by any instrument cause the same to be evidenced by an appropriate instrument or
instruments, and place thereon and on any and all instruments evidencing the
Subordinated Debt a legend in such form as Agent may determine to the effect
that the indebtedness evidenced thereby is subordinated and subject to the prior
payment in full of all Senior Debt pursuant to this Subordination Agreement, as
well as deliver all such instruments to Agent.

         

        This Subordination Agreement contains the entire agreement
between the parties regarding the subject matter hereof and may be amended,
supplemented or modified only by written instrument executed by Agent and the
Undersigned.

         

        The Undersigned represents and warrants that neither the
execution or delivery of this Subordination Agreement nor fulfillment of nor
compliance with the terms and provisions hereof will conflict with, or result in
a breach of the terms, conditions, or provisions of or constitute a default
under any agreement or instrument to which the Undersigned or any of the
Undersigned’s assets is now subject.

         

        Any notice of acceptance of this Subordination Agreement is
hereby waived.

         

        This Subordination Agreement may be assigned by Agent in whole
or in part in connection with any assignment or transfer of any portion of the
Senior Debt.  

         

        This Subordination Agreement shall be binding upon the
Undersigned, and the Undersigned’s successors, representatives and
assigns.

         

        Loan Party agrees that it will not make any payment on any of
the Subordinated Debt (other than payment in kind interest), or take any other
action in contravention of the provisions of this Subordination
Agreement.

         

        This Subordination Agreement, and all matters arising out of
or relating to this Subordination Agreement, shall be governed by and construed
in accordance with the laws of the State of New York.  The Undersigned (i)
submits to the non-exclusive jurisdiction of the United States District Court
for the Southern District of New York and the Supreme Court of the State of New
York sitting in New York County (including its Appellate Division), and any
other Appellate Court in the State of New York for the purposes of resolving any
controversy relating thereto and (ii) waives the right to a jury trial for the
purpose of resolving any controversy hereunder or enforcing or defending any
rights or claim hereunder or in connection herewith, whether sounding in
contract, tort or otherwise.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

         


        Dated as of the date first written above.

         

         

         

        	
                 

                 

              	
                [___________________]

                 

                 

                 

                By:      
      _______________________________

                 

                Name: 
      _______________________________

                 

                Title:    
      _______________________________

                 

                 

                 

                Address:          
      

                 

                _____________

                 

                _____________

                 

                Attention: _____________

                 

                Facsimile: _____________

                 

                 

                 

                           
      

                 

              
	
                Agreed to and Acknowledged:

                 

                 

                 

                CIT HEALTHCARE LLC, as
      Agent

                 

                By:      
      _______________________________

                 

                Name: 
      _______________________________

                 

                Title:    
      _______________________________

                 

                 

                 

              	
                 

                 

              
	
                Intending to be legally bound, Borrower
      consents and agrees to the terms of the Subordination Agreement as of the
      date first above written:

                 

              	
                 

                 

              
	
                ALLION HEALTHCARE, INC.
      


By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                BIOMED HEALTHCARE,
      INC.

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                ACCESS THERAPEUTICS,
      INC.

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                ATLAS RESPIRATORY SERVICES,
      INC.

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                BIOMED CALIFORNIA,
      INC.


By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                BIOMED FLORIDA,
      INC.


By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                BIOMED KANSAS,
      INC.


By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                BIOMED PA, INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

                 

                 

              	
                 

                 

              
	
                BIOMED PHARMACEUTICALS,
      INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

                 

                 

              	
                 

                 

              
	
                BIOMED TEXAS, INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                ACCESS HEALTHCARE SERVICES,
      LLC

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                MOMS PHARMACY OF BROOKLYN,
      INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                MOMS PHARMACY,
INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

                 

                 

              	
                 

                 

              
	
                MOMS PHARMACY,
INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                MAIL ORDER MEDS OF FLORIDA,
      LLC

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                ORIS HEALTH, INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                NORTH AMERICAN HOME HEALTH
      SUPPLY, INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                MEDICINE MADE EASY,
      INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

                 

                 

                 

                 

                 

                 

              	
                 

                 

              
	
                SPECIALTY PHARMACIES,
      INC.

                 

                

By:                                                                
      
 Name:                                                           
      
 Title:                                                              
      

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        AMENDMENT AND WAIVER
AGREEMENT

         

        This Amendment and Waiver
Agreement (“Agreement”)
is made as of the 6th day of March, 2009 by and among Allion Healthcare, Inc.
(“Allion”), Biomed
Healthcare, Inc., Access Therapeutics, Inc., Atlas Respiratory Services, Inc.,
Biomed California, Inc. (“BioMed CA”), Biomed Florida,
Inc., Biomed Kansas, Inc., Biomed PA, Inc., Biomed Pharmaceuticals, Inc., Biomed
Texas, Inc., Access Healthcare Services, LLC, Moms Pharmacy of Brooklyn, Inc.,
Moms Pharmacy, Inc., Moms Pharmacy, Inc., Mail Order Meds of Florida, LLC, Oris
Health, Inc., North American Home Health Supply, Inc., Medicine Made Easy and
Specialty Pharmacies, Inc. (together with Allion and Biomed CA, collectively,
the “Borrowers” and each
individually referred to as a “Borrower”), the financial
institutions listed as lenders on the signature pages hereto (collectively, the
“Lenders”), and CIT
Healthcare LLC, as administrative agent (“Agent”).

         

        Background

         

        A.                
Borrowers, Agent and Lenders are parties to that
certain Credit and Guaranty Agreement dated as of April 4, 2008 (as amended,
modified, restated and supplemented from time to time, including by that certain
letter agreement executed by Borrowers, Agent and Lenders dated June 25, 2008,
the “Credit Agreement”)
pursuant to which Borrowers established certain financing arrangements with
Lenders.  All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Credit Agreement.

         

        B.                
Borrowers acknowledge that Borrowers failed to
promptly notify Agent of the Application Denial (as defined below) pursuant to
Section 6.03 of the Credit Agreement and (ii) that the Application Denial
may have resulted in certain misrepresentations being made with respect to those
representations contained in Sections 5.07(b), 5.16, 5.26, 5.28 and 5.29(ii) as
they may be impacted by the denial by the Department of Health Care Services of
the State of California (“DHCS”) of the change of
ownership application submitted by BioMed CA with respect to a pharmacy acquired
by BioMed in July, 2007 (the “Application Denial”)
corresponding to the change of ownership filed by Allion and BioMed CA as the
case may be on July 18, 2007 and April 29, 2008
respectively.

         

        C.                
Borrowers have requested and Agent and Lenders have
agreed to waive the consequences of such failures and possible
misrepresentations relating to the Application Denial and amend certain terms
and conditions of the Credit Agreement pursuant to the terms and conditions of
this Agreement.

         

        NOW, THEREFORE, with the
foregoing Background incorporated by reference and made a part hereof and
intending to be legally bound, the parties agree as follows:

         

        1.                 
 Waivers .  Upon the
effectiveness of this Agreement, Agent and Lenders hereby waive (a) Borrowers’
failure to notify Agent of the Application Denial under Section 6.03 of the
Credit Agreement and (b) any misrepresentations under Sections 5.07(b), 5.16,
5.26, 5.28 and 5.29(ii) of the Credit Agreement solely with respect to any
matters relating to and impacted by the Application Denial; provided, however,
the waiver in this clause (b) shall not apply to any representation regarding
any event, circumstance or condition which now or in the future could reasonably
be expected to have a Material Adverse Effect.  Such waiver shall in no way
constitute a waiver of any other failure to comply with any provision of the
Credit Agreement which may have occurred but which is not specifically
referenced in this Agreement, nor shall it obligate Agent or any Lender to
provide any waiver of, or other accommodation with respect to, any other such
failure (whether similar or dissimilar, including, without limitation, (i) a
failure to comply with Section 6.03 and/or Section 9.01(d) of the Credit
Agreement, (ii) any Events of Default resulting from a final non-appealable
judgment from a court of competent jurisdiction upholding and/or affirming (or
failing to overturn or reverse in full) the Application Denial and/or (iii) any
other actions taken by or on behalf of any Governmental Authority, including,
without limitation, DHCS or any intermediary against the Borrowers, or any of
them, including, without limitation, any action or request seeking repayment,
disgorgement or recoupment of any amounts paid by or on behalf of DHCS or any
intermediary or imposing any fines or penalties as a result of, or in connection
with, the Application Denial).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2.                 
 Default .  Upon the
effectiveness of this Agreement, the following shall constitute an Event of
Default under the Credit Agreement:  any request or demand for repayment,
recoupment or disgorgement in an amount in excess of $2,000,000 relating to, or
in connection with, the Application Denial is paid, made, requested or assessed
against any Loan Party; provided, that, such request, demand or assessment is
based on a final non-appealable judgment, determination or finding from a court
or other Governmental Authority (including, without limitation, DHCS or any
intermediary). 

         

        3.                 
 Representations and
Warranties .  Each Borrower represents and warrants to Agent and each
Lender that:

         

        (a)               
Assuming the effectiveness of this Agreement, all
warranties and representations made to Lender under the Credit Agreement and the
Loan Documents are true and correct as to the date hereof.

         

        (b)              
Except for the enrollment in MediCal for BioMed CA
and the related matter regarding a change of ownership in connection with the
Target Merger that has been consolidated with it ("BioMed MediCal Matter"), each
Borrower that seeks reimbursement under Medicare or Medicaid is currently
enrolled and participates in  the Medicare and state Medicaid programs of
the jurisdictions in which such Borrower operates.

         

        (c)               
No penalty, sanction, fine or restriction has been
currently assessed or imposed upon any Borrower, nor has any claim for
repayment, disgorgement or recoupment of amounts paid to or on behalf of BioMed
CA or any other Borrower been asserted or threatened, in connection with or
related to the BioMed MediCal  Matter or any other matter, in each case
which could reasonably be expected to have a Material Adverse
Effect.

         

        (d)              
Neither the BioMed MediCal Matter, nor any fine,
sanction or penalty that may be hereafter imposed (should BioMed CA be
unsuccessful in its appeal of the Application Denial) if paid or successfully
appealed, has negatively affected or impaired, or would reasonably be likely to
negatively affect or impair: (i) any Permit for any of BioMed CA’s pharmacies or
the Permit of any other pharmacy,  supplier or provider owned, managed or
operated by any of the  Borrowers or its Affiliates or (ii) the right or
ability of BioMed CA or any other pharmacy,  supplier or provider owned,
managed or operated by any of the Borrowers or its Affiliates to participate
in  Medicare, any state Medicaid program or any other payor program in
which such Borrower currently participates in or may, in the future participate
in, or otherwise participated in on the Closing Date, in either case, which
could reasonably be expected to have a Material Adverse
Effect.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)               
Except for the BioMed MediCal Matter, there is no
pending or, to Borrowers’ knowledge, threatened, action or proceeding
challenging or contesting any  Permit or right of any of the Borrowers to
participate in Medicare, any state Medicaid program or any other payor program
and Borrowers are not aware of any facts or events that would give any
governmental agency the right or authority to contest or challenge any of the
foregoing, in each case, which could reasonably be expected to have a Material
Adverse Effect.

         

        (f)                
The execution and delivery by each Borrower of this
Agreement, and all other documents, instruments, and agreements executed in
connection with this Agreement and the performance by it of the transactions
herein contemplated, (i) are and will be within its powers, (ii) have been
authorized by all necessary organizational action, and (iii) are not and will
not be in contravention of any order of any court or other agency of government,
of law or any other indenture, agreement or undertaking to which such Borrower
is a party or by which the property of such Borrower is bound, or be in conflict
with, result in a breach of, or constitute (with due notice and/or lapse of
time) a default under any such indenture, agreement or undertaking or result in
the imposition of any lien, charge or encumbrance of any nature on any of the
properties of such Borrower.

         

        (g)               
This Agreement, all other documents, instruments and
agreements executed in connection with this Agreement and any assignment,
instrument, document, or agreement executed and delivered in connection
herewith, will be valid, binding, and enforceable in accordance with its
respective terms, except as enforceability may be limited by applicable Debtor
Relief Laws or by equitable principles relating to
enforceability.

         

        (h)              
Assuming the effectiveness of this Agreement, no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or any of the other Loan Documents.

         

        4.                 
 Effectiveness
Conditions .  This Agreement shall be effective upon satisfaction of the
following conditions precedent (all documents to be in form and substance
satisfactory to Agent and Agent’s counsel in its sole and absolute
discretion):

         

        (a)               
Execution and delivery by Borrowers of this
Agreement;

         

        (b)              
No Default or Event of Default after giving effect
hereto shall have occurred and be continuing under the Credit
Documents;

         

        (c)               
All warranties and representations made to Lender
under the Credit Agreement, the Loan Documents and hereunder are true and
correct as to the date hereof; and

         

        (d)              
Payment by Borrowers of any and all costs, fees and
expenses of Agent (including, without limitation, reasonable attorneys’ fees) in
connection with this Agreement and the transaction contemplated
hereby.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5.                 
 Default .  Without
limiting the terms of the Credit Agreement and for avoidance of doubt, it shall
be an Event of Default under the Credit Agreement if (a) any representation or
warranty made by Borrowers, or any of them, in this Agreement shall be incorrect
or misleading in any material respect at any time made or deemed made or (b)
Borrowers, or any of them, fail to perform or observe any covenant or agreement
set forth in this Agreement.

         

        6.                 
 Confirmation of
Indebtedness .  Borrowers hereby acknowledge and confirm that as of the
close of business on March 5, 2009, Borrowers are indebted to Agent and Lenders,
without defense, setoff, claim or counterclaim under the Loan Documents, in the
aggregate principal amount of $51,946,346.74, comprised of (a) $17,821,346.74
with respect to the Revolving Loans and (b) $34,125,000.00 with respect to the
Term Loan plus all fees, costs and expenses (including attorneys’ fees) incurred
to date in connection with, and as payable under the Loan Documents. 


         

        7.                 
 Ratification of Credit
Documents .  Except as expressly set forth herein, all of the terms and
conditions of the Credit Agreement and Loan Documents are hereby ratified and
confirmed and continue unchanged and in full force and effect.  All
references to the Credit Agreement shall mean the Credit Agreement as modified
by this Agreement.

         

        8.                 
 Collateral .  Each
Borrower hereby confirms and agrees that all security interests and liens
granted to Agent, for the benefit of Lenders, continue in full force and effect
and shall continue to secure the Obligations. 

         

        9.                 
 Release .  As further
consideration for Agent’s and Lenders’ agreement to grant the accommodations set
forth herein, Borrowers hereby waive and release and forever discharge Agent and
each Lender and each of their respective officers, directors, attorneys, agents
and employees (collectively, “Released Parties”) from any
liability, damage, claim, loss or expense of any kind that Borrowers, or any of
them, may now or hereafter have against the Released Parties, or any of them,
arising out of or relating to the Obligations, this Agreement, the Credit
Agreement or the Loan Documents, but only to the extent of any circumstance,
action, cause or matter arising at any time on or prior to the date that this
Agreement is executed by all parties.

         

        10.             
 Governing Law .  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.             
 Waiver of Right to Trial by
Jury .  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.

         

        12.             
 Signatories :  Each
individual signatory hereto represents and warrants that he or she is duly
authorized to execute this Agreement on behalf of his or her principal and that
he or she executes the Agreement in such capacity and not as a
party.

         

        13.             
 Duplicate Originals : 
Two or more duplicate originals of this Agreement may be signed by the parties,
each of which shall be an original but all of which together shall constitute
one and the same instrument.  This Agreement may be executed in
counterparts, all of which counterparts taken together shall constitute one
completed fully executed document.  Signature by facsimile or PDF shall
bind the parties hereto.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      IN WITNESS WHEREOF, the parties
have executed this Agreement the day and year first above written. 

       

      	
              Borrowers: 

               

            	
              ALLION
      HEALTHCARE, INC. 
BIOMED HEALTHCARE, INC. 

               

              ACCESS
      THERAPEUTICS, INC.
ATLAS RESPIRATORY SERVICES, INC.

               

              BIOMED
      CALIFORNIA, INC.

               

              BIOMED FLORIDA,
      INC.

               

              BIOMED KANSAS,
      INC.

               

              BIOMED PA,
      INC.

               

              BIOMED
      PHARMACEUTICALS, INC.

               

              BIOMED TEXAS,
      INC.

               

              ACCESS HEALTHCARE
      SERVICES, LLC

               

              MOMS PHARMACY OF
      BROOKLYN, INC.

               

              MOMS PHARMACY,
      INC., a New York corporation

               

              MOMS PHARMACY,
      INC., a California corporation

               

              MAIL ORDER MEDS
      OF FLORIDA, LLC

               

              ORIS HEALTH,
      INC.

               

              NORTH AMERICAN
      HOME HEALTH SUPPLY, INC.

               

              MEDICINE MADE
      EASY

               

              SPECIALTY
      PHARMACIES, INC.

               

              
By:    /s/ Michael P.
      Moran                           
       

               

              Name:  Michael P. Moran

               

              Title: President

               

               

               

            
	
              Agent:

               

            	
              CIT HEALTHCARE LLC, as
      Agent 

               

               

               

              By:      
        /s/ John
      Cappellari                          
       

               

              Name:    John
      Cappellari                                 
       

               

              Title:   
        Vice
      President                                  
       

               

               

               

            
	
              Lenders: 

               

            	
              CIT HEALTHCARE LLC, as
      Lender

               

               

               

              By:      
        /s/ John
      Cappellari                          
       

               

              Name:    John
      Cappellari                                 
       

               

              Title:   
        Vice
      President                                  
       

               

               

               

              FIFTH THIRD BANK, as
      Lender

               

               

               

              By:      
        /s/ Jeffrey A.
      Thiemann                   
       

               

              Name:    Jeffrey A.
      Thiemann                         
       

               

              Title:      Vice
      President                                  
       

               

            


       

       

      

        

        
          [1] Presently, no Company property is maintained at this
location.