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.
GUARANTY
This CONTINUING GUARANTY ("Guaranty") is given by Allion Healthcare, Inc., a
Delaware corporation ("Guarantor"), to and for the benefit of Patrick Iantorno,
Eric Iantorno, Jordan Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael
Winters and George Moncado ("Holders"), in connection with the closing of the
transactions contemplated by the Stock Purchase Agreement dated February 28,
2005, among MOMS Pharmacy, Inc. (the "Principal Obligor") and Holders (the
"Purchase Agreement"). This Guaranty is given for good and adequate
consideration, the receipt and sufficiency of which are hereby acknowledged.
Each capitalized term used herein and not otherwise defined shall have the
meaning given such term in the Purchase Agreement.
1.
Guaranty. In consideration of the foregoing, the Guarantor hereby
absolutely, irrevocably and unconditionally guarantees the full and prompt
performance of each and every obligation of the Principal Obligor under the
Notes.
2.
Unconditional Guaranty. Guarantor's liability hereunder is continuing,
absolute and unconditional and shall not in any manner whatsoever be deemed to
be affected or impaired by any waiver, forebearance, extension of time,
amendment, or modification of any of the provisions of the Notes, except that
Guarantor may assert any and all defenses, counterclaims, setoffs and reductions
that the Principal Obligor could have asserted under the Purchase Agreement and
Notes.
3.
No Exhaustion of Remedies. Holders may, upon notice to the Guarantor,
enforce this Guaranty against the Guarantor and it shall not be necessary to
enforce any undertaking of the Principal Obligor before proceeding under this
Guaranty against the Guarantor. Demand, protest and presentment for payment are
hereby waived.
4.
Bankruptcy. This Guaranty shall remain in full force and effect without
regard to, and shall not be released, discharged or