THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION
AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME
PURSUANT TO THE TERMS THEREOF, THE "SUBORDINATION AGREEMENT") DATED AS OF
FEBRUARY 28, 2005, BY AND AMONG PAT IANTORNO, ERIC IANTORNO, JORDAN IANTORNO,
JORDAN IANTORNO A/C/F MAX IANTORNO, MICHAEL WINTERS, GEORGE MONCADA AND MICHAEL
TUBB (COLLECTIVELY, "SUBORDINATED CREDITOR"), ALLION HEALTHCARE, INC., MAIL
ORDER MEDS OF TEXAS, INC., MOMS PHARMACY, INC. (A NEW YORK CORPORATION), MOMS
PHARMACY, INC. (A CALIFORNIA CORPORATION), MOMS PHARMACY, LLC, MEDICINE MADE
EASY, NORTH AMERICAN HOME HEALTH SUPPLY, INC., AND SPECIALTY PHARMACIES, INC.
(COLLECTIVELY, "COMPANY"), AND GE HFS HOLDINGS, INC. (THE "SENIOR LENDER"), TO
THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY BORROWER TO THE SENIOR LENDER
PURSUANT TO THE SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION
AGREEMENT), INCLUDING WITHOUT LIMITATION, PURSUANT TO THAT CERTAIN LOAN AND
SECURITY AGREEMENT DATED APRIL 21, 1999, BY AND AMONG BORROWER AND SENIOR
LENDER, AS SUCH LOAN AND SECURITY AGREEMENT MAY BE AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND TO INDEBTEDNESS TO
SENIOR LENDER REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT; AND EACH HOLDER
OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY
THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
PROMISSORY NOTE
$_____________February 28, 2005
FOR VALUE RECEIVED, the undersigned MOMS PHARMACY, INC., a California
corporation (the "Borrower"), promises to pay to _________________ (the
"Holder"), the principal sum of ____________________________________________
DOLLARS ($____________), plus accrued interest from the date hereof, at a rate
equal to the prime rate of interest charged from time to time by the Borrower's
principal lender plus two percent (2%) per annum (the "Interest Rate"), on the
unpaid principal amount outstanding hereunder from time to time. Payments of
principal and interest shall be made in lawful money of the United States of
America, to the address of record of the Holder as set forth herein, or at such
place as the Holder may designate in writing. This Promissory Note (this "Note")
is issued in connection with that certain Stock Purchase Agreement (as modified
and amended from time to time, the "Purchase Agreement"), of even date herewith,
by and among the Borrower, the Holder and others. The principal amount of this
Note is subject to increase or decrease in accordance with the Purchase
Agreement.
Subject to Section 5(f) hereof, principal and interest on this Note shall be due
and payable as follows:
(i)
The entire unpaid balance of the principal and accrued interest thereon shall be
due and payable on February 28, 2006 (the "Maturity Date"); and
(ii)
In the event that prior to the Maturity Date, Allion Healthcare, Inc. ("Allion")
engages in any underwritten public offering of any shares of Allion's capital
stock resulting in aggregate proceeds to Borrower in excess of $25 million.
1.
Default. In the case of the occurrence of one or more of the following
events (each, a "Default"): (i)